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Preview Full Doc	2003	Bdsi Announces Plans to Distribute Interests in Food Processing and Personal Care Product Subsidiary To Stockholders Bdsi Announces Plans to Distribute Interests in Food Processing and Personal Care Product Subsidiary To Stockholders (6K) Doc #286011: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}7 {FILENAME}bdsi8knov2003ex99-1.txt {DESCRIPTION}PRESS RELEASE {TEXT} Exhibit 99.1 BioDelivery Sciences Int., Inc. L. G. ZANGANI, LLC ------------------------------ NASDAQ: BDSI Nine Main Street, Flemington, NJ 08822 (908) 788-9660 Fax: (908) 788-4024 E-mail: office@zangani.com Web site: http://www.zangani.com For Release: IMMEDIATELY Contact: Francis E. O'Donnell, Jr., M.D Leonardo Zangani President and CEO L.G. Zangani, LLC 973-972-0015 908-788-9660 NEWS RELEASE ------------------------------------------------------------------------------- BDSI ANNOUNCES PLANS TO DISTRIBUTE INTERESTS IN FOOD PROCESSING AND PERSONAL CARE PRODUCT SUBSIDIARY TO STOCKHOLDERS NEWARK, NJ, November 19, 2003 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI) announced today that it is intending to distribute to its stockholders 3,545,431 Class B Memberships Shares, or approximately 47% of the currently outstanding interests, of its subsidiary, Bioral Nutrient Delivery, LLC ("BND"). BDSI previously announced that it would distribute rights to its stockholders to purchase up to 11,277,000 of such interests from BDSI, both initially at $0.01 per interest and then quarterly over of 3 year period at the then fair market value. BDSI has decided to change the structure and distribute only 3,545,431 Class B Shares directly to BDSI stockholders of record on a pro-rata, one-time basis. Subject to compliance with applicable laws and the facts and circumstances at such time, the Company may elect to distribute additional Class B Shares in the future, although no assurances can be given that any such additional distributions will ever be undertaken. In February 2003, BND filed a registration statement on Form SB-1 with the Securities and Exchange Commission to register the rights and the underlying Class B Membership Shares and, given the change in structure, such registration statement was withdrawn on November 18, 2003. Instead, on November 19, 2003, BND filed a registration statement on Form 10-SB on covering the proposed, one-time distribution of 3,545,431 Class B Memberships Shares by BDSI to its stockholders. BDSI stockholders will not be required to purchase Class B Shares in connection with the distribution. In addition, BDSI announced that BDSI and BND have amended their April 1, 2003 license agreement to included personal care products. The original license gave BND rights to BioDelivery's licensed nano-encochleation delivery technology to develop ways to deliver nutrients for non-pharmaceutical use in the processed food and beverage industries for both human and animal consumption. As amended, the license gives BND the right to exploit such technology in the personal care products sector as well. In addition, BDSI and BND have amended their March 31, 2003 management agreement, pursuant to which BDSI provides management and administrative services to BND at no cost, to extend the initial term of such agreement from Mach 31, 2004 to December 31, 2004. Francis E. O'Donnell, Jr., M.D., President and CEO of BDSI and BND stated that "The distribution of Class B Shares in BND is being effected in order to separate BND, its licensed technology, and the processed food and beverage and personal care product opportunity from the rest of BDSI's pharmaceutical, vaccine, gene delivery, {PAGE} OTC drug, and nutraceutical businesses. This will allow both BND and BDSI to focus on their respective businesses and provide BND and BDSI with the flexibility to pursue different strategies and react more easily and prudently to changing market environments." The distribution of Class B Shares in BND will commence when the Form 10-SB becomes effective pursuant to SEC rules. Following the distribution, BSDI stockholders will own approximately 47% of the currently outstanding economic interests in BND, and BND will be a separate reporting company with the SEC. However, such percentage will be subject to dilution based on a number of factors, including the possibility of new equity ownership interests being issued as BND pursues its licensing opportunities. Furthermore, the interests in BND will not, nor is it anticipated that they will be, publicly-traded and holders of such interests will be severely limited in their rights to transfer such interests. More information about the distribution, the Class B Shares and BND generally can be found in the registration statement on Form 10-SB filed by BND with the SEC, including the information statement attached thereto as an exhibit. BioDelivery Sciences International, Inc. is a biotechnology company that is developing and seeking to commercialize a patented delivery technology designed for a potentially broad base of pharmaceuticals, vaccines, over-the-counter drugs, and nutraceuticals and, through its subsidiary, Bioral Nutrient Delivery, LLC, micronutrients in processed foods and beverages and personal care products. Note: Except for the historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Such statements are subject to certain factors, which may cause the Company's results to differ. Factors that may cause such differences include, but are not limited to, the Company's ability to accurately forecast the demand for each of its licensed technology and products associated therewith, the gross margins achieved from the sale of those products and the expenses and other cash needs for the upcoming periods, the Company's ability to obtain raw materials from its contract manufacturers on a timely basis if at all, the Company's need for additional funding, uncertainties regarding the Company's intellectual property and other research, development, marketing and regulatory risks and certain other factors that may affect future operating results and are detailed in the company's filings with the Securities and Exchange Commission. L.G. Zangani, LLC provides financial public relations service to the Company. As such L.G. Zangani, LLC and/or its officers, agents and employees, receives remuneration for public relations and or other services in the form of monies, capital stock in the Company, warrants or options to purchase capital in the Company. {/TEXT} {/DOCUMENT} 286011	BioDelivery BioDelivery Sciences International Inc. As referenced in this Bdsi Announces Plans to Distribute Interests in Food Processing and Personal Care Product Subsidiary To Stockholders: BioDelivery Sciences International, – NEWS RELEASE ------------------------------------------------------------------------------- BDSI ANNOUNCES PLANS TO DISTRIBUTE INTERESTS IN FOOD PROCESSING AND PERSONAL CARE PRODUCT SUBSIDIARY TO STOCKHOLDERS NEWARK, NJ, November 19, 2003 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI) announced today that it is intending to distribute to its stockholders 3,545,431 Class B Memberships Shares, or _____________ BioDelivery Sciences International, – in the registration statement on Form 10-SB filed by BND with the SEC, including the information statement attached thereto as an exhibit. BioDelivery Sciences International, Inc. is a biotechnology company that is developing and seeking to commercialize a patented delivery technology designed for a potentially broad base _____________ dt 240861
Preview Full Doc	2003	Biodelivery Sciences International, Inc. Announces Formation of Subsidiary to Develop Opportunities In the Processed Food and Beverage Sectors Biodelivery Sciences International, Inc. Announces Formation of Subsidiary to Develop Opportunities In the Processed Food and Beverage Sectors (6K) Doc #286026: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}5 {FILENAME}bdsi8kfeb252003ex99-1.txt {DESCRIPTION}PRESS RELEASE {TEXT} Exhibit 99.1 BioDelivery Sciences Int., Inc. L. G. ZANGANI, LLC ------------------------------- NASDAQ: BDSI Nine Main Street, Flemington, NJ 08822 (908) 788-9660 Fax: (908) 788-4024 E-mail: office@zangani.com Web site: http://www.zangani.com For Release: IMMEDIATELY Contact: Francis E. O'Donnell, Jr., M.D Susan Bonitz, Ph.D. Kevin Nally President and CEO LG Zangani, LLC L.G. Zangani, LLC BioDelivery Sciences 908-788-9660 908-788-9660 973-972-0015 NEWS RELEASE -------------------------------------------------------------------------------- BIODELIVERY SCIENCES INTERNATIONAL, INC. ANNOUNCES FORMATION OF SUBSIDIARY TO DEVELOP OPPORTUNITIES IN THE PROCESSED FOOD AND BEVERAGE SECTORS ------------------------ Company Also Announces a Proposed Offering Of Rights To Acquire Interests In Such Subsidiary ------------------------ Newark, New Jersey, February 26, 2003 - BioDelivery Sciences International, Inc. ("BioDelivery") (NASDAQ:BDSI; BDSIW) announced today that it has formed a new subsidiary, Bioral Nutrient Delivery, LLC ("BND") to exploit BioDelivery's proprietary nano-encochleation delivery technology, based on all-natural ingredients consisting of soy-derived phospholipids and calcium, for non-pharmaceutical use in the processed food and beverage industries for both human and animal consumption. BioDelivery intends to grant BND an exclusive world-wide perpetual sub-license to BioDelivery's proprietary Bioral(TM) technology for use in such segments. On February 13, 2003, BioDelivery made an unsecured loan to BND in the amount of $500,000 to cover organization expenses and initial working capital requirements. The loan accrues interest at 4.85% annually, paid back solely from 10% of any royalty revenue that may be received by BND, with payments first applied to interest, then to principal. BioDelivery is under no obligation to make any capital contributions or loan funds to BND beyond the initial $500,000. BND was legally formed on January 8, 2003 as a Delaware limited liability company. BioDelivery will at all times act as the managing member of BND and, through a board of directors and officers appointed directly or indirectly by BioDelivery, will at all times make all management decisions relating to BND. As a limited liability company, BND may, at the discretion of its board of directors, distribute available net cash to its member shareholders. BioDelivery also announced that on February 25, 2003, BND filed with the Securities and Exchange Commission ("SEC") a registration statement on Form SB-1 on behalf of BioDelivery (the "SB-1"). Pursuant to the SB-1 (and assuming the declaration of effectiveness of the SB-1 by the SEC, of which no assurances can be given), BioDelivery, as selling security holder, intends to declare and distribute as a dividend to its stockholders (the "Distribution") an aggregate of approximately 3.5 million rights to purchase (the "Rights") an aggregate of approximately 3.5 million of BND's Class B Membership Shares of BND ("Class B Shares"). The Rights will be -MORE- {PAGE} BioDelivery Sciences International, Inc. Forms Subsidiary and Proposes Rights Offering Page 2 distributed to BioDelivery stockholders as a dividend and will be exercisable into Class B Shares for a one (1) year period following the six-month anniversary of the date of the Distribution (such date, the "Distribution Date") at a price equal to $0.01 per Class B Share. The Rights are not transferable and non-redeemable. All proceeds from the exercise of Rights shall be paid to BioDelivery. There will be no public market for the Rights or the Class B Shares, and the holders of Rights and Class B Shares will be prohibited from transferring such securities. The distribution of the Rights is being effected in order to separate BND, the technology it proposes to license from BioDelivery, and the processed food and beverage opportunity from the rest of BioDelivery's pharmaceutical, vaccine, gene delivery, OTC drug, and nutraceutical businesses, thus allowing both BND and BioDelivery to focus on their respective businesses and provide BND and BioDelivery with the flexibility to pursue different strategies and react more easily and prudently to changing market environments. BioDelivery Sciences International, Inc. is a developmental-stage biotechnology company developing and seeking to commercialize a patented delivery technology designed for a potentially broad base of pharmaceuticals, vaccines, over-the-counter drugs, and nutraceuticals and, through its Bioral Nutrient Delivery subsidiary, micronutrients in processed foods and beverages. This announcement does not constitute an offer to sell or a solicitation of offers to buy any security and shall not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful. This press release was prepared and is being issued in accordance with Rule 135 under the Securities Act of 1933, as amended. Note: Certain information contained in this press release contains forward-looking statements that involve risks and uncertainties. Such statements are subject to certain factors, many of which are beyond BioDelivery's and BND's control, and which may cause the actual results of such forward-looking statements to differ from as stated herein. L.G. Zangani, LLC provides financial public relations services to BioDelivery. As such L.G. Zangani, LLC and/or its officers, agents and employees, receives remuneration for public relations and/or other services in the form of moneys, shares in BioDelivery, warrants or options to purchase shares in BioDelivery. # # # {/TEXT} {/DOCUMENT} 286026	BioDelivery BioDelivery Sciences International Inc. As referenced in this Biodelivery Sciences International, Inc. Announces Formation of Subsidiary to Develop Opportunities In the Processed Food and Beverage Sectors: BIODELIVERY SCIENCES INTERNATIONAL, – President and CEO LG Zangani, LLC L.G. Zangani, LLC BioDelivery Sciences 908-788-9660 908-788-9660 973-972-0015 NEWS RELEASE -------------------------------------------------------------------------------- BIODELIVERY SCIENCES INTERNATIONAL, INC. ANNOUNCES FORMATION OF SUBSIDIARY TO DEVELOP OPPORTUNITIES IN THE PROCESSED FOOD AND BEVERAGE SECTORS ------------------------ Company Also Announces a Proposed Offering Of _____________ BioDelivery Sciences International, – AND BEVERAGE SECTORS ------------------------ Company Also Announces a Proposed Offering Of Rights To Acquire Interests In Such Subsidiary ------------------------ Newark, New Jersey, February 26, 2003 - BioDelivery Sciences International, Inc. ("BioDelivery") (NASDAQ:BDSI; BDSIW) announced today that it has formed a new subsidiary, Bioral Nutrient Delivery, LLC ("BND") to exploit BioDelivery' _____________ BioDelivery Sciences International, – of approximately 3.5 million of BND's Class B Membership Shares of BND ("Class B Shares"). The Rights will be -MORE- {PAGE} BioDelivery Sciences International, Inc. Forms Subsidiary and Proposes Rights Offering Page 2 distributed to BioDelivery stockholders as a dividend and will be exercisable into Class _____________ BioDelivery Sciences International, – businesses and provide BND and BioDelivery with the flexibility to pursue different strategies and react more easily and prudently to changing market environments. BioDelivery Sciences International, Inc. is a developmental-stage biotechnology company developing and seeking to commercialize a patented delivery technology designed for a potentially broad base _____________ dt 240871 ;	Bioral Nutrient Delivery, LLC
Preview Full Doc	2003	Biodelivery Sciences International Announces Licensing Agreement with PPD Biodelivery Sciences International Announces Licensing Agreement with PPD (4K) Doc #286028: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}4 {FILENAME}bdsi8k_dec162002ex99.txt {DESCRIPTION}PRESS RELEASE DATED JANUARY 6, 2003 {TEXT} EXHIBIT 99.1 For Release: IMMEDIATELY Contact: Raphael Mannino, Ph.D. Susan Bonitz, Ph.D. Kevin Nally Executive V.P., CSO Pharmaceutical L.G. Zangani LLC BioDelivery Sciences Business Development (908) 788-9660 (973) 972-0015 L.G. Zangani LLC (908) 788-9660 NEWS RELEASE -------------------------------------------------------------------------------- BioDelivery Sciences International Announces Licensing Agreement with PPD NEWARK, N.J. (January 6, 2003) - BioDelivery Sciences International, Inc. (Nasdaq: BDSI, BDSIW) today announced it has signed a license agreement with PPD, Inc. (Nasdaq: PPDI). Under the terms of the agreement, BioDelivery Sciences International granted PPD the right to apply BDSI's bioral nano-delivery technology to two therapeutic products. The BDSI technology can be used by PPD to encapsulate the therapeutic products to enable oral delivery without the need for further chemical modification. BioDelivery Sciences International will receive a one-time upfront license fee, milestone payments based on certain regulatory filings and approvals, and royalties based on worldwide sales. Separately, BioDelivery Sciences International has also entered into a confidential evaluation agreement with a major pharmaceutical company for encochleation of a proprietary antimicrobial. BDSI will be paid for its services related to the evaluation. In exchange, the pharmaceutical company has an exclusive option to negotiate a license for application of the Bioral(TM) delivery technology to its antimicrobial pharmaceutical. BioDelivery Sciences International is a developmental-stage biotechnology company that is developing and seeking to commercialize a patented delivery technology designed for a potentially broad base of pharmaceuticals, vaccines, over-the-counter drugs, nutraceuticals and micronutrients in processed foods and beverages. For more information on BDSI, visit our Web site at http://www.biodeliverysciences.com. ----------------------------------- As a leading global provider of discovery and development services and products for pharmaceutical and biotechnology companies, PPD applies innovative technologies, therapeutic expertise and a commitment to quality to help clients maximize the return on their R&D investments. With proven early discovery through post-market resources, the company also offers unique partnerships and alliances for virtual drug development. PPD has more than 5,200 professionals in 24 countries around the world. For more information on PPD, visit our Web site at http://www.ppdi.com. -------------------- Note: Except for the historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Such statements are subject to certain factors, which may cause the company's results to differ. Factors that may cause such differences include, but are not limited to, the company's ability to accurately forecast the demand for each of their products, the gross margins achieved from the sale of those products and the {PAGE} expenses and other cash needs for the upcoming periods, the company's ability to obtain finished goods from its contract manufacturers on a timely basis if at all, the company's need for additional funding, uncertainties regarding the company's intellectual property and other research, development, marketing and regulatory risks and certain other factors that may affect future operating results and are detailed in the company's annual report on Form 10-KSB for the year ended December 31, 2001 filed with the Securities and Exchange Commission. # # # {/TEXT} {/DOCUMENT} 286028	BioDelivery BioDelivery Sciences International Inc. As referenced in this Biodelivery Sciences International Announces Licensing Agreement with PPD: BioDelivery Sciences International – L.G. Zangani LLC BioDelivery Sciences Business Development (908) 788-9660 (973) 972-0015 L.G. Zangani LLC (908) 788-9660 NEWS RELEASE -------------------------------------------------------------------------------- BioDelivery Sciences International Announces Licensing Agreement with PPD NEWARK, N.J. (January 6, 2003) - BioDelivery Sciences International, Inc. (Nasdaq: BDSI, BDSIW) today announced it has _____________ BioDelivery Sciences International, – L.G. Zangani LLC (908) 788-9660 NEWS RELEASE -------------------------------------------------------------------------------- BioDelivery Sciences International Announces Licensing Agreement with PPD NEWARK, N.J. (January 6, 2003) - BioDelivery Sciences International, Inc. (Nasdaq: BDSI, BDSIW) today announced it has signed a license agreement with PPD, Inc. (Nasdaq: PPDI). Under the terms of the _____________ BioDelivery Sciences International – Inc. (Nasdaq: BDSI, BDSIW) today announced it has signed a license agreement with PPD, Inc. (Nasdaq: PPDI). Under the terms of the agreement, BioDelivery Sciences International granted PPD the right to apply BDSI's bioral nano-delivery technology to two therapeutic products. The BDSI technology can be used by _____________ BioDelivery Sciences International – BDSI technology can be used by PPD to encapsulate the therapeutic products to enable oral delivery without the need for further chemical modification. BioDelivery Sciences International will receive a one-time upfront license fee, milestone payments based on certain regulatory filings and approvals, and royalties based on worldwide sales. _____________ BioDelivery Sciences International – receive a one-time upfront license fee, milestone payments based on certain regulatory filings and approvals, and royalties based on worldwide sales. Separately, BioDelivery Sciences International has also entered into a confidential evaluation agreement with a major pharmaceutical company for encochleation of a proprietary antimicrobial. BDSI will be paid _____________ dt 240873
Preview Full Doc	2002	Agreement Agreement (16K) Doc #286054: Click preview link for longer preview. AGREEMENT THIS AGREEMENT is made and entered into by and between MAS Capital Inc. ("MAS") and Hopkins Capital Group II, LLC, ("Hopkins Capital") as of this 29th day of March, 2002. W IT N E S S E T H: WHEREAS, Aaron Tsai is the President and principal stockholder of MAS; and WHEREAS, BDSI has proposed a 4.370-for-1 reverse stock split which has not been effected through the filing of an amendment to its Articles of Incorporation as of the date hereof; and WHEREAS, MAS owns 327,600 shares (before the proposed 1-for-4.370 shares reverse stock split) of common stock of BioDelivery Sciences International, Inc. ("BDSI") as evidenced by Certificate No. 1 ("the MAS Shares"); and WHEREAS, MAS has been granted an option to purchase 100,000 shares of the Company's common stock evidenced by Option Number NQ-00019 (before the planned 1-for-4.370 reverse stock split) (the "MAS Option"); and WHEREAS, Mr. Tsai is desirous of surrendering and canceling the MAS Option and transferring all right, title and interest to the MAS Shares pursuant to the terms and conditions hereinafter set forth. NOW, THEREFORE, for good and valuable consideration in hand received, including the mutual covenants and promises of the parties set forth herein, and the consideration to be delivered hereunder, the parties mutually agree as follows: 1. MAS hereby surrenders to BDSI and authorizes BDSI to cancel the MAS Option. As a result of said surrender and subsequent cancellation, MAS will have no right or entitlement to acquire any securities of BDSI. The surrender shall be completed by the delivery of the Surrender attached as Exhibit "A". 2. MAS hereby agrees to sell and assign to Hopkins Capital the MAS Shares. MAS has no direct or indirect interest in any shares of BDSI other than the MAS Shares. The assignment shall be completed by the delivery of the Assignment attached hereto as Exhibit "B" together with the delivery of Certificate No. 1 to Hopkins Capital. 3. The purchase price for the MAS Shares to Hopkins Capital and to BDSI shall be $150,696. The purchase price shall be paid by a Promissory Note in the form of Exhibit "C" issued by Hopkins Capital which shall bear interest at six percent (6%) per annum. All principal and interest shall be paid in one (1) installment, one (1) year from the date of said Promissory Note. 286054	BioDelivery BioDelivery Sciences International Inc. As referenced in this Agreement: BioDelivery Sciences International, – hereof; and WHEREAS, MAS owns 327,600 shares (before the proposed 1-for-4.370 shares reverse stock split) of common stock of BioDelivery Sciences International, Inc. ("BDSI") as evidenced by Certificate No. 1 ("the MAS Shares"); and WHEREAS, MAS has been granted an option to purchase 100, _____________ BIODELIVERY SCIENCES INTERNATIONAL, – Capital Group II, LLC By: /s/ Aaron Tsai By: /s/ Frank E. O'Donnell --------------------------- ----------------------------------- Aaron Tsai, President Francis E. O'Donnell, Manager {PAGE} BIODELIVERY SCIENCES INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT CONSULTANT OPTION Option Agreement Number: NQ-00019 Date of Grant/Award: April 4, 2001 Name of _____________ BioDelivery Sciences International, – Option") is hereby granted to the above-named Optionee. The Award of this Option conveys to the Participant the right to purchase from BioDelivery Sciences International, Inc. (the "Company") up to 100,000 shares of Stock (the "Option Shares") at an exercise price of $0.70 per share. _____________ BioDelivery Sciences International, – shall be deemed duly given if and when properly addressed and posted by registered or certified mail, postage prepaid. {PAGE} IN WITNESS WHEREOF, BioDelivery Sciences International, Inc. has caused its duly authorized officers to execute this nonqualified Stock Option Agreement, and the Optionee has placed his or her _____________ BIODELIVERY SCIENCES INTERNATIONAL, – to execute this nonqualified Stock Option Agreement, and the Optionee has placed his or her signature hereon, effective as of the Grant Date. BIODELIVERY SCIENCES INTERNATIONAL, INC. Attest: By: /s/ Francis E. O'Donnell --------------------------------- Francis E. O'Donnell, MD Title: Chairman ACCEPTED AND AGREED TO: By: /s/ Aaron _____________ dt 240888
Preview Full Doc	2002	Agreement Agreement (5K) Doc #286056: Click preview link for longer preview. AGREEMENT THIS AGREEMENT is made and entered into by and between Aaron Tsai ("Mr. Tsai") and BioDelivery Sciences International, Inc. ("BDSI") as of this 17th day of April, 2002. W IT N E S S E T H: WHEREAS, Mr. Tsai is the owner of Option No. NQ-00019 which entitled him to purchase 100,000 shares of BDSI common stock, before the planned 1-for-4.370 reverse stock split, (the "Tsai Option"); and WHEREAS, Mr. Tsai is the President and principal stockholder of MAS Capital Inc.; and WHEREAS, by agreement dated March 29, 2002 by and between MAS Capital Inc. and Hopkins Capital Group II, LLC, Option No. NQ-00019 was mistakenly referenced as being owned by and granted to MAS Capital Inc.; and WHEREAS, Mr. Tsai is desirous of surrendering and canceling Option Number NQ-00019 to BDSI and authorizing BDSI to cancel said option. NOW, THEREFORE, for good and valuable consideration in hand received, including the mutual covenants and promises of the parties set forth herein, and the consideration to be delivered hereunder, the parties mutually agree as follows: 286056	BioDelivery BioDelivery Sciences International Inc. As referenced in this Agreement: BioDelivery Sciences International, – AARON TSAI {TEXT} {PAGE} Exhibit 10.24 AGREEMENT THIS AGREEMENT is made and entered into by and between Aaron Tsai ("Mr. Tsai") and BioDelivery Sciences International, Inc. ("BDSI") as of this 17th day of April, 2002. W IT N E S S E T H: WHEREAS, Mr. Tsai _____________ BioDelivery Sciences International, – of Florida. IN WITNESS WHEREOF, the parties set their hand and seal on the day and year first above written. /s/ Aaron Tsai BioDelivery Sciences International, ----------------------------------- Inc. Aaron Tsai By: /s/ Francis E. O'Donnell -------------------------------- Francis E. O'Donnell, President {PAGE} EXHIBIT "A" SURRENDER OF OPTION For value _____________ BioDelivery Sciences International, – Francis E. O'Donnell, President {PAGE} EXHIBIT "A" SURRENDER OF OPTION For value received, Mr. Tsai hereby surrenders, sells, assigns and transfers unto BioDelivery Sciences International, Inc., Option No. NQ-00019, a copy of which is attached, to purchase 100,000 shares (before adjustment for the 1-for- _____________ BioDelivery Sciences International, – which is attached, to purchase 100,000 shares (before adjustment for the 1-for-4.370 reverse stock split) of common stock of BioDelivery Sciences International, Inc. By such surrender, sale, assignment and transfer, Mr. Tsai expressly relinquishes any and all rights, title and interest in and to _____________ BioDelivery Sciences International, – and all rights, title and interest in and to Option No. NQ-00019 and the right to acquire shares of common stock of BioDelivery Sciences International, Inc. as set forth therein and irrevocably authorizes BioDelivery Sciences International, Inc. and canceling Option No. NQ-00019. Dated: 3-29 , 2002 --------------------------- / _____________ dt 240890
Preview Full Doc	2002	Agreement Agreement (14K) Doc #286068: Click preview link for longer preview. Agreement Agreement ("Agreement") made as of this 30th day of Nov, 2000, by and between BioDelivery Sciences Inc, the ("Company"), and Biotech Specialty Partners, LLC, a Delaware limited liability company ("BSP"). I. Introductory Statement The "BSP Network" is an alliance of biotechnology and pharmacy, marketing and distribution companies being created by contract between BPS and such companies. The BSP Network provides strategic relationships and affiliations designed to empower biotechnology firms to further product research and development and when its products become marketable, to have in place a marketing and distribution network at both wholesale and retail. BSP alliances generally position biotech companies with overall margins that are significantly higher than pharmaceutical company royalty arrangements by offering distribution capabilities as well as contract research and manufacturing assistance. Company is a biopharmaceutical product development company which is focused on introducing new technologies using its patented delivery system, such as antifungal, antibiotic, antiviral, oncology chemotherapy, monoclonal antibodies, hormones, gene therapies, and vaccines, that improve the performance of existing drugs and address significant problems such as drug resistance and toxicity. Company has determined that it is in its best interests to become a member of the BSP Network and BSP has determined that Biotech's proprietary rights to certain drugs make Company an appropriate party to join the BSP Network. Accordingly, this Agreement is being entered into to effect Company' membership into the BSP Network and to create a contracted alliance consistent with such membership. II. Terms and Conditions Company and BSP, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows: 1. Covered Products. ----------------- Company hereby appoints BSP as a non-exclusive distributor of its drugs and products for Specialty Pharmacy, Institutional pharmacies, and mail order/online distribution. 2. Right-of-first Refusal. ----------------------- Company hereby grants to BSP the right to have any therapeutic drug or device requiring or not requiring (i.e. OTC) U.S. Food and Drug Administration ("FDA") approval for marketing and sale in the United States and to which Company possesses any proprietary rights and/or of which Company is sponsoring the development become Covered Products under this Agreement. 286068	BioDelivery BioDelivery Sciences International Inc. As referenced in this Agreement: BioDelivery Sciences International, – verify the alternative arrangement. 10 Waiver of Conflict of Interest The Company has received full disclosure that certain shareholders, management and consultants of BioDelivery Sciences International, Inc. also serve as shareholders, management or consultants of BSP, that BSP is a development stage company with limited business experience, that _____________ BioDelivery Sciences International, – Relationship"). The {PAGE} Company has had the opportunity to make due diligence inquiry of the officers, directors and shareholders of both BSP and BioDelivery Sciences International, Inc regarding the Disclosed Relationship, this Agreement and the potential conflict of interest which may result there from. Based on the disclosure _____________ BioDelivery Sciences international, – Directors which, after being informed, adopted Resolutions which waived the potential conflicts of interest of BSP and of the directors and officers of BioDelivery Sciences international, Inc. /s/ [illegible signature] 4 Dec 2000 --------------------------------- ------------- BioDelivery Sciences, Inc Date /s/ [illegible signature] 11-30-00 --------------------------------- ------------- BioTech Specialty Partners, LLC Date {/ _____________ dt 240899 ;	BioDelivery BioDelivery Sciences, Inc. As referenced in this Agreement: BioDelivery Sciences Inc – DESCRIPTION}LICENSE AGREEMENT {TEXT} {PAGE} Exhibit 10.7 Agreement Agreement ("Agreement") made as of this 30th day of Nov, 2000, by and between BioDelivery Sciences Inc , the ("Company"), and Biotech Specialty Partners, LLC, a Delaware limited liability company ("BSP"). I. Introductory Statement The "BSP Network" is an alliance _____________ BioDelivery Sciences, Inc – potential conflicts of interest of BSP and of the directors and officers of BioDelivery Sciences international, Inc. /s/ [illegible signature] 4 Dec 2000 --------------------------------- ------------- BioDelivery Sciences, Inc Date /s/ [illegible signature] 11-30-00 --------------------------------- ------------- BioTech Specialty Partners, LLC Date {/TEXT} {/DOCUMENT} _____________ dt 213916
Preview Full Doc	2004	Asset Purchase Agreement Asset Purchase Agreement (20K) Doc #1028219: Click preview link for longer preview. ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the ï¿½Agreementï¿½) is entered into and effective as of the 8th day of September 2004 (the ï¿½Effective Dateï¿½), by and between BioDelivery Sciences International, Inc., a Delaware corporation (ï¿½BDSIï¿½) and Accentia, Inc., a Florida corporation (ï¿½Accentiaï¿½). WHEREAS, BDSI and Accentia have heretofore entered into that certain License Agreement, dated April 12, 2004 (as amended, the ï¿½License Agreementï¿½); WHEREAS, the License Agreement calls for certain royalty payments to be made from Accentia to BDSI (the . . . 1028219	BioDelivery BioDelivery Sciences International Inc. As referenced in this Asset Purchase Agreement: BioDelivery Sciences International, Inc – 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the Agreement) is entered into and effective as of the 8th day of September 2004 (the Effective Date), by and between BioDelivery Sciences International, Inc ., a Delaware corporation (BDSI) and Accentia, Inc., a Florida corporation (Accentia). WHEREAS, BDSI and Accentia have heretofore entered into that certain License Agreement, dated April 12, 2004 (as amended, _____________ BioDelivery Sciences International, Inc – or facsimile, addressed as follows: If to Accentia: Accentia, Inc. 2501 Aerial Center Parkway, Suite 100 Morrisville, NC 27560 Attn: Martin G. Baum Fax: (919) 481-9311 If to BDSI: BioDelivery Sciences International, Inc . UMDNJ-New Jersey Medical School 185 South Orange Avenue, Administrative Building 4 Newark, NJ 07103 Attn: Dr. Raphael J. Mannino Fax: (973) 972-0323 Notices sent by certified mail _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – the other party hereto. [The remainder of this page is intentionally left blank] 7 IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as of the Effective Date. BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Raphael J. Mannino Name: Raphael J. Mannino Title: Executive Vice President and Chief Scientific Officer ACCENTIA, INC. By: /s/ Martin G. Baum Name: Martin G. Baum Title: _____________ dt 1410040 ;	Accentia Accentia, Inc. As referenced in this Asset Purchase Agreement: Accentia, Inc – the Agreement) is entered into and effective as of the 8th day of September 2004 (the Effective Date), by and between BioDelivery Sciences International, Inc., a Delaware corporation (BDSI) and Accentia, Inc ., a Florida corporation (Accentia). WHEREAS, BDSI and Accentia have heretofore entered into that certain License Agreement, dated April 12, 2004 (as amended, the License Agreement); WHEREAS, the License Agreement _____________ Accentia, Inc – Notices. All notices and other business communications between the parties related to this Agreement shall be in writing, sent by certified mail or facsimile, addressed as follows: If to Accentia: Accentia, Inc . 2501 Aerial Center Parkway, Suite 100 Morrisville, NC 27560 Attn: Martin G. Baum Fax: (919) 481-9311 If to BDSI: BioDelivery Sciences International, Inc. UMDNJ-New Jersey Medical School _____________ ACCENTIA, INC – this Asset Purchase Agreement as of the Effective Date. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: /s/ Raphael J. Mannino Name: Raphael J. Mannino Title: Executive Vice President and Chief Scientific Officer ACCENTIA, INC . By: /s/ Martin G. Baum Name: Martin G. Baum Title: President 8 _____________ dt 1467514
Full Doc	2006	Assignment of Patents and Trademarks Assignment of Patents and Trademarks (8K) Doc #2298656: This document is immediately available for purchase, but does not have a preview available for viewing. 2298656	BioDelivery BioDelivery Sciences International Inc.
Full Doc	2007	Assignment of Patents and Trademarks Assignment of Patents and Trademarks (4K) Doc #3019764: This document is immediately available for purchase, but does not have a preview available for viewing. 3019764	BioDelivery BioDelivery Sciences International Inc.
Preview Full Doc	2003	Code of Ethical Conduct Code of Ethical Conduct (3K) Doc #286022: Click preview link for longer preview. BIODELIVERY SCIENCES INTERNATIONAL, INC. CODE OF ETHICAL CONDUCT Preface The honesty, integrity and sound judgment of principal executive and financial officers of BioDelivery Sciences International, Inc. ("BDSI") is fundamental to the reputation and success of BDSI. While all employees, officers, and directors are required to adhere to this Code of Ethics, the professional and ethical conduct of our principal executive and financial officers is essential to the proper function and success of BDSI. Our principal executive and financial officers hold an important and elevated role in our corporate governance. These individuals are key members of the management team, who are uniquely capable and empowered to ensure that the interests of BDSI stakeholders (including stockholders, employees, collaborators and suppliers) are appropriately balanced, protected and preserved. Such persons fulfill this responsibility by prescribing and enforcing the policies and procedures employed in BDSI's business and financial operations. Principal Executive and Financial Officers Code of Ethical Conduct As a result, principal executive and financial officers of BDSI performing senior executive, accounting, audit, financial management, or similar functions must: 286022	BioDelivery BioDelivery Sciences International Inc. As referenced in this Code of Ethical Conduct: BIODELIVERY SCIENCES INTERNATIONAL, – DOCUMENT} {TYPE}EX-20.1 {SEQUENCE}4 {FILENAME}bdsi10ksbdec2002ex20-1.txt {DESCRIPTION}CODE OF ETHICAL CONDUCT OF THE REGISTRANT {TEXT} Exhibit 20.1 BIODELIVERY SCIENCES INTERNATIONAL, INC. CODE OF ETHICAL CONDUCT Preface The honesty, integrity and sound judgment of principal executive and financial officers of BioDelivery Sciences International, _____________ BioDelivery Sciences International, – 1 BIODELIVERY SCIENCES INTERNATIONAL, INC. CODE OF ETHICAL CONDUCT Preface The honesty, integrity and sound judgment of principal executive and financial officers of BioDelivery Sciences International, Inc. ("BDSI") is fundamental to the reputation and success of BDSI. While all employees, officers, and directors are required to adhere to _____________ dt 240868
Preview Full Doc	2002	Confidentiality Agreement Confidentiality Agreement (8K) Doc #286051: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.16 {SEQUENCE}8 {FILENAME}y54446a4ex10-16.txt {DESCRIPTION}CONFIDENTIALITY AGREEMENT {TEXT} {PAGE} Exhibit 10.16 CONFIDENTIALITY AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS AGREEMENT is made and entered into by and between BioDelivery Sciences International, Inc. an Indiana corporation (hereinafter referred to and defined as the "Company") and Francis E. O'Donnell, MD, (hereinafter referred to and defined as the "Second Party"). WHEREAS, the Company is in the business of developing and commercializing proprietary and patented cochleate delivery technology; WHEREAS, Second Party is an employee of the Company; WHEREAS, Second Party recognizes that by virtue of Second Party's relationship with the Company, Second Party has or will acquire a special knowledge of the Company and the clients, accounts, business lists, prospects, records, corporate policies, operational methods and techniques and other useful information and trade secrets of the Company (hereinafter all collectively and referred to and defined as "Confidential Information"); WHEREAS, Second Party acknowledges that the Company's Confidential Information represents valuable, special and unique assets of the Company; and WHEREAS, Second Party acknowledges that the Company's legitimate business interests include the Confidential Information and the Company's customer goodwill (hereinafter referred to and defined as "the Company's Legitimate Business Interests") and that the Company's Legitimate Business Interests would be harmed if Second Party would divulge or disclose the Confidential Information to any third-party while the Second Party is a stockholder of the Company, or at anytime thereafter. NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and for additional good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties, the parties mutually agree as follows: 1. CONFIRMATION OF RECITALS. The foregoing recitals are true and correct and are hereby ratified and confirmed by the parties and are made an integral part of this Agreement; as such, the recitals shall be used in any construction of this Agreement, especially as it relates to the intent of the parties. 2. CONFIDENTIAL INFORMATION. As used in this Agreement, "Confidential Information" shall mean any information and data, oral, written, electronic or other media relating to the business of the Company including, but not by way of limitation, the following sources of supply, contractual relationships, other advantageous relationships, sales, marketing and distribution strategies, customers list and information, financial information and other data which are the property of the Company and which the Company has not marked "non-confidential". {PAGE} 2 3. PROTECTION OF CONFIDENTIAL INFORMATION. Second Party shall maintain, on a confidential basis, all material and information designated as "confidential" by the Company and not disclose nor divulge same to any third party, during the term of Second Party's Employment Agreement with the Company and for a period of two years thereafter, except as otherwise provided below: a. With advance approval of the Company; b. Information already in the possession of the third party; c. Information which is part of the public domain; d. Information which is disclosed pursuant to a lawful requirement or good faith obligation to a governmental agency; e. Information which was developed independently by the Second Party; and f. Information described by requirement of law. 4. INJUNCTION AND DAMAGES. Second Party agrees that this Agreement is important, material and gravely affects the effective and successful conduct of the business of the Company, and it also affects the Company's reputation and goodwill, and is necessary to protect the Company's Legitimate Business Interests. The Second Party further recognizes and agrees that the Company will suffer irreparable injury in the event of Second Party's breach of any covenant or agreement contained in this Agreement and cannot be compensated by monetary damages alone. Accordingly, the Second Party agrees that, in addition to and without limiting any other remedies or rights that the Company may have, the Company shall have the right to obtain injunctive relief, both temporary and permanent, against the Second Party from any court of competent jurisdiction. In addition to said injunctive relief, the Company shall also be entitled to seek damages, including, but not limited to, compensatory, incidental, consequential, exemplary, and lost profits damages. Second Party agrees to pay the Company's reasonable attorney's fees and costs for enforcement of this Agreement, if the Second Party breaches this Agreement. 5. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. 6. SURVIVORS. This Agreement survives after Second Party is no longer a stockholder in the Company. 7. MISCELLANEOUS. No change, addition, deletion, or amendment of this Agreement shall be valid or binding upon Second Party or the Company unless in writing and signed by Second Party and the Company. The rights of the Company under this Agreement may be assigned; however, the covenants and agreements of the Second Party pursuant to this Agreement cannot be assigned. The title of this Agreement and the paragraph headings of this Agreement are not substantive parts of this Agreement and shall not limit or restrict the Agreement in any way. In construing this Agreement, neither of the parties hereto shall have any term or provision of this Agreement construed against such party solely by reason of such party having drafted {PAGE} 3 same as each provision of this Agreement is deemed by the parties to have been jointly drafted by the Company and Second Party. 8. EXCLUDED ACTIVITIES. The Employment Agreement between Second Party and the Company expressly authorizes and permits Second Party to serve in employment and ownership relationships with other entities which are not competitive with the Company ("Other Entities"). Neither this Agreement nor the assignment or relinquishment set forth in this Agreement affect, in any fashion, the rights of Second Party to serve in an employment, officer or ownership relationship with Other Entities, nor does it affect or alter the ownership rights of Other Entities provided Second Party complies with the terms of this Agreement. This Agreement is not binding on or enforceable against the Other Entities with which Second Party may be engaged in employment or other business relationships. 9. SECOND PARTY ACKNOWLEDGMENT. The Second Party acknowledges that Second Party has voluntarily and knowingly entered into this Agreement and that this Agreement encompasses the full and complete agreement between the parties 286051	BioDelivery BioDelivery Sciences International Inc. As referenced in this Confidentiality Agreement: BIODELIVERY SCIENCES INTERNATIONAL, – {DOCUMENT} {TYPE}EX-10.16 {SEQUENCE}8 {FILENAME}y54446a4ex10-16.txt {DESCRIPTION}CONFIDENTIALITY AGREEMENT {TEXT} {PAGE} Exhibit 10.16 CONFIDENTIALITY AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS AGREEMENT is made and entered into by and between BioDelivery Sciences International, Inc. an Indiana corporation (hereinafter referred to and _____________ BioDelivery Sciences International, – CONFIDENTIALITY AGREEMENT {TEXT} {PAGE} Exhibit 10.16 CONFIDENTIALITY AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS AGREEMENT is made and entered into by and between BioDelivery Sciences International, Inc. an Indiana corporation (hereinafter referred to and defined as the "Company") and Francis E. O'Donnell, MD, (hereinafter referred to and _____________ BIODELIVERY SCIENCES INTERNATIONAL, – full and complete agreement between the parties with respect to the matters set forth herein. Executed on this 1 day of April 2002. BIODELIVERY SCIENCES INTERNATIONAL, INC. SECOND PARTY By: /s/ James A. McNulty /s/ Francis E. O'Donnell --------------------------- ----------------------------------- James A. McNulty Its CFO Francis E. O'Donnell {/ _____________ dt 240886 ;	Francis E. O'Donnell
Preview Full Doc	2005	Consulting Agreement Consulting Agreement (22K) Doc #1028185: Click preview link for longer preview. CONSULTING AGREEMENT This CONSULTING AGREEMENT (ï¿½Agreementï¿½), executed as of April 14, 2005, but effective for all purposes as of the 15th day of November 2004 (the ï¿½Effective Dateï¿½), is made and entered into by and between BioDelivery Sciences International, Inc. (the ï¿½Companyï¿½) and Susan Gould-Fogerite (ï¿½Consultantï¿½). R E C I T A L S WHEREAS, the Company desires to engage Consultant to perform consulting services, and Consultant desires to be engaged by the Company to perform consulting services, in each case on the terms and conditions set forth herein. . . . 1028185	BioDelivery BioDelivery Sciences International Inc. As referenced in this Consulting Agreement: BioDelivery Sciences International, Inc – executed as of April 14, 2005, but effective for all purposes as of the 15th day of November 2004 (the Effective Date), is made and entered into by and between BioDelivery Sciences International, Inc . (the Company) and Susan Gould-Fogerite (Consultant). R E C I T A L S WHEREAS, the Company desires to engage Consultant to perform consulting services, and Consultant desires _____________ BioDelivery Sciences International, Inc – facsimile, each of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. BioDelivery Sciences International, Inc . By: /s/ Mark A. Sirgo /s/ Susan Gould-Fogerite Name: Mark A. Sirgo Susan Gould-Fogerite Title: President and COO [Signature Page to Consulting Agreement, dated April 14, 2005] _____________ dt 1410037
Full Doc	2007	Continuing Contract of Guaranty Continuing Contract of Guaranty (11K) Doc #3019778: This document is immediately available for purchase, but does not have a preview available for viewing. 3019778	BioDelivery BioDelivery Sciences International Inc.
Preview Full Doc	2001	Contribution Agreement Contribution Agreement (36K) Doc #286088: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-2.2 {SEQUENCE}3 {FILENAME}g66109a1ex2-2.txt {DESCRIPTION}CONTRIBUTION AGREEMENT {TEXT} {PAGE} 1 EXHIBIT 2.2 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT ("Agreement") is entered into as of this 30th day of June 2000 by and between MAS Acquisition XXIII Corp., an Indiana corporation ("Pubco"), and the subscribers listed on the signature pages hereto ("Subscribers"), hereinafter collectively referred to as Hopkins Capital Group. INTRODUCTION The transaction contemplated by this Agreement is intended to be an integral part of a "tax free" contribution of property under Section 351 of the Internal Revenue Code of 1986 as amended. As a single consolidated transaction, Pubco will simultaneously exchange shares of its stock (the "Pubco Stock") for the property as listed on Schedule 2.1. AGREEMENT SECTION 1 -- GENERAL Issuance of shares of Pubco shall be part of a single consolidated transaction. Accordingly, after the conclusion of the transaction, Pubco shall, in exchange for the property described in Schedule 2.1, issue stock representing 15,000,000 shares of the capital stock of Pubco immediately after Closing. The current shareholders of Pubco not participating in this transaction shall hold 350,000 shares of Common Stock of Pubco immediately after Closing. SECTION 2 -- CONTRIBUTION FOR PUBCO STOCK 2.1 ISSUANCE AND DELIVERY OF PUBCO STOCK. Subject to the terms and conditions contained in this Agreement, at the Closing, Pubco shall acquire the property listed in Schedule 2.1 in exchange for 15,000,000 shares of Pubco Common Stock. The shares of Pubco shall be issued to the individuals in the amounts specified in Schedule 2.1. 2.2 ISSUANCE OF PUBCO OPTIONS. No options to acquire shares of Pubco shall survive the Closing. 2.3 NO LIEN OR ENCUMBRANCES ON PUBCO STOCK. The issuance of the Pubco stock shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the Hopkins Capital Group and Pubco shall have otherwise agreed in writing. 2.4 FRACTIONAL SHARES. Notwithstanding any other term or provision of this Agreement, no fractional share of Pubco Common Stock and no certificates or scrip therefore, or other evidence of ownership thereof, will be issued and neither shall the Hopkins Capital Group have any right to receive cash in lieu thereof. Hopkins Capital Group's pro rata share of Pubco Common Stock shall be rounded up to the nearest whole number of shares. 2.5 NO REGISTRATION OF THE PUBCO STOCK; LEGEND. None of the Pubco Stock issued to the Hopkins Capital Group shall, at the time of Closing, be registered under federal or state securities laws, but rather, shall be issued pursuant to an exemption therefrom and shall be considered "restricted stock" within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Pubco Common Stock so issued shall bear a legend worded substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SHARES REPRESENTED BY THE CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT THEN IN EFFECT UNDER THE SECURITIES ACT, (2) IN COMPLIANCE WITH RULE 144, OR (3) PURSUANT TO AN OPINION OF COUNSEL TO THE ISSUER HEREOF, SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SUCH SALE, OFFER TO SELL, PLEDGE, HYPOTHECATION, TRANSFER OR ASSIGNMENT" {PAGE} 2 Pubco's transfer agent shall annotate its records to reflect the restrictions on transfer embodied in the legend set forth above. SECTION 3 - CLOSING 3.1 CLOSING OF TRANSACTION. The Closing of the Exchange Transaction (the "Closing" or "Closing Date") shall take place at a date and time to be determined by Hopkins Capital Group, but not more than 30 days from the date hereof. 3.2 DELIVERIES AT CLOSING OF AGREEMENT. At the execution of this Agreement, Pubco shall provide Board Minutes or consents approving the terms of this Agreement and the transaction contemplated herein. 3.3 DELIVERIES AT CLOSING BY PUBCO. 3.3.1 Pubco shall deliver or cause to be delivered at the Closing: 3.3.1.0 a copy of the consent of Pubco's Board of Directors authorizing Pubco to take the necessary steps toward closing the transaction described by this Agreement; 3.3.1.1 a copy of a Certificate of Good Standing for Pubco issued not more than 90 days prior to the Closing by the appropriate Secretary of State; 3.3.1.2 issue stock certificates as shown in Schedule 2.1 to the Hopkins Capital Group as provided herein; 3.3.1.3 Corporate Record Book complete through date of Closing; 3.3.1.4 copies of all filings with the SEC and NASD, complete through Closing; 3.3.1.5 copies of all filings of state and federal tax returns, complete through Closing; and 3.3.1.6 copies of all financial statements, audit reports and correspondence with auditors, complete through Closing. 3.4 DELIVERIES AT CLOSING BY HOPKINS CAPITAL GROUP. Hopkins Capital Group shall deliver to Pubco at the Closing the property described in Schedule 2.1. SECTION 4 - REPRESENTATIONS AND WARRANTIES BY PUBCO Pubco represents and warrants to the Hopkins Capital Group as follows: 4.1 ORGANIZATION AND GOOD STANDING. Pubco is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and has full corporate power and authority to own or lease its properties and to carry on its business as now being conducted and as proposed to be conducted. 4.2 CAPITALIZATION. Pubco's authorized capital stock consists of 80,000,000 shares of $.001 par value Common Stock (defined above as "Pubco Common Stock"), of which 350,000 shares of Pubco Common Stock are outstanding at 286088	BioDelivery BioDelivery Sciences International Inc. ; BioDelivery BioDelivery Sciences, Inc. As referenced in this Contribution Agreement: BioDelivery Sciences, Inc – issuance of the shares, the Contributors have arranged a deposit of $100,000 as part of the negotiation of a conditional agreement with BioDelivery Sciences, Inc . {/TEXT} {/DOCUMENT} _____________ dt 213930 ;	MAS Acquisition XXIII Corp.; Hopkins Capital Group.
Preview Full Doc	2002	Covenant Not to Compete Covenant Not to Compete (10K) Doc #286052: Click preview link for longer preview. COVENANT NOT TO COMPETE BIODELIVERY SCIENCES INTERNATIONAL, INC. This Covenant Not to Compete is made and entered into by and between BioDelivery Sciences International, Inc., an Indiana corporation (hereinafter referred to as the "Company"), and Francis E. O'Donnell, MD (hereinafter referred to as the "Second Party"). R E C I T A L S : WHEREAS, the Company is engaged in the business of developing and commercializing proprietary and patented cochleate delivery technology (the Business"); WHEREAS, Second Party has executed an Employment Agreement with the Company; WHEREAS, Second Party acknowledges that the Company's Business activities extend throughout the United States; WHEREAS, Second Party acknowledges that through such employment he has and/or may acquire a special knowledge of the Company's Business; and the clients, accounts, business lists, prospects, records, corporate policies, operational methods and techniques and other useful information and trade secrets of the Company (hereinafter all collectively referred to and defined as "Confidential Information"); WHEREAS, Second Party acknowledges that the Company's legitimate business interests include the Confidential Information and the Company's customer goodwill (hereinafter referred to and defined as the "Company's Legitimate Business Interests") and that the Company's Legitimate Business Interests would be harmed if Second Party engaged in competitive activities with the Company anywhere in the world; and WHEREAS, the Company and Second Party, pursuant to the provisions of this Agreement, wish to enter into an agreement as embodied herein whereby Second Party will refrain from owning, managing, or in any manner or capacity working for a business developing and commercializing proprietary and patented cochleate delivery systems and from soliciting customers of the Company and employees of the Company for competitive purposes as defined herein during Second Party's employment with the Company and during the period of five years after Second Party's cessation of employment with the Company in the geographical location of anywhere in the world. NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and for additional good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties, including, but not limited to, the Second Party's employment with the Company and the continuation of the Second Party's employment with the Company, the parties mutually agree as follows: 1. CONFIRMATION OF RECITALS - The foregoing recitals are true and correct and are hereby ratified and confirmed by the parties and made an integral part of this Agreement; as such, 286052	BioDelivery BioDelivery Sciences International Inc. As referenced in this Covenant Not to Compete: BIODELIVERY SCIENCES INTERNATIONAL, – {DOCUMENT} {TYPE}EX-10.17 {SEQUENCE}9 {FILENAME}y54446a4ex10-17.txt {DESCRIPTION}COVENANT {TEXT} {PAGE} Exhibit 10.17 COVENANT NOT TO COMPETE BIODELIVERY SCIENCES INTERNATIONAL, INC. This Covenant Not to Compete is made and entered into by and between BioDelivery Sciences International, Inc., an Indiana corporation (hereinafter _____________ BioDelivery Sciences International, – 10.17 COVENANT NOT TO COMPETE BIODELIVERY SCIENCES INTERNATIONAL, INC. This Covenant Not to Compete is made and entered into by and between BioDelivery Sciences International, Inc., an Indiana corporation (hereinafter referred to as the "Company"), and Francis E. O'Donnell, MD (hereinafter referred to as the "Second _____________ BIODELIVERY SCIENCES INTERNATIONAL, – full and complete agreement between the parties with respect to the matters set forth herein. Executed on this 1 day of April 2002. BIODELIVERY SCIENCES INTERNATIONAL, INC. SECOND PARTY By: /s/ James A. McNulty /s/ Francis E. O'Donnell --------------------------- ----------------------------------- James A. McNulty Its CFO Francis E. O'Donnell {/ _____________ dt 240887
Preview Full Doc	2002	Bylaws Bylaws (79K) Doc #286064: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-3.5 {SEQUENCE}4 {FILENAME}y54446a2ex3-5.txt {DESCRIPTION}BYLAWS OF THE COMPANY {TEXT} {PAGE} Exhibit 3.5 BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (a Delaware corporation) {PAGE} BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (a Delaware corporation) TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} ARTICLE 1 Offices 1.1 Principal Office 1 1.2 Additional Offices 1 ARTICLE 2 Meeting of Stockholders 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings 3 2.4 Notice of Meetings 4 2.5 Business Matter of a Special Meeting 4 2.6 List of Stockholders 4 2.7 Organization and Conduct of Business 4 2.8 Quorum and Adjournments 5 2.9 Voting Rights 5 2.10 Majority Vote 5 2.11 Record Date for Stockholder Notice and Voting 5 2.12 Proxies 6 2.13 Inspectors of Election 6 2.14 Action Without Meeting by Written Consent 6 2.15 Joint Owners of Stock 7 ARTICLE 3 Directors 3.1 Number; Qualifications 7 3.2 Resignation and Vacancies 7 3.3 Removal of Directors 8 3.4 Powers 8 3.5 Place of Meetings 9 3.6 Annual Meetings 9 3.7 Regular Meetings 9 3.8 Special Meetings 9 {/TABLE} 2 {PAGE} {TABLE} {S} {C} 3.9 Quorum and Adjournments 9 3.10 Action Without Meeting 9 3.11 Telephone Meetings 9 3.12 Waiver of Notice 9 3.13 Fees and Compensation of Directors 10 3.14 Rights of Inspection 10 3.15 Organization 10 3.16 Resignation 10 ARTICLE 4 Committees of Directors 4.1 Selection 10 4.2 Power 11 4.3 Committee Minutes 11 ARTICLE 5 Officers 5.1 Officers Designated 11 5.2 Appointment of Officers 11 5.3 Subordinate Officers 11 5.4 Removal and Resignation of Officers 11 5.5 Vacancies in Offices 12 5.6 Compensation 12 5.7 The Chairman of the Board 12 5.8 The President 12 5.9 The Vice President 12 5.10 The Secretary 12 5.11 The Assistant Secretary 13 5.12 The Treasurer 13 5.13 The Assistant Treasurer 13 ARTICLE 6 Stock Certificates 6.1 Certificates for Shares 13 6.2 Signatures on Certificates 14 6.3 Transfer of Stock 14 6.4 Registered Stockholders 14 6.5 Record Date 14 6.6 Lost, Stolen or Destroyed Certificates 14 ARTICLE 7 Notices 7.1 Notice to Stockholders 15 7.2 Notice to Directors 15 {/TABLE} 3 {PAGE} {TABLE} {S} {C} 7.3 Affidavit of Mailing 15 7.4 Time Notices Deemed Given 15 7.5 Methods of Notice 15 7.6 Failure to Receive Notice 15 7.7 Notice to Person With Communication is Unlawful 15 7.8 Notice to Person With Undeliverable Address 16 286064	BioDelivery BioDelivery Sciences International Inc. As referenced in this Bylaws: BIODELIVERY SCIENCES INTERNATIONAL, – DOCUMENT} {TYPE}EX-3.5 {SEQUENCE}4 {FILENAME}y54446a2ex3-5.txt {DESCRIPTION}BYLAWS OF THE COMPANY {TEXT} {PAGE} Exhibit 3.5 BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (a Delaware corporation) {PAGE} BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (a Delaware corporation) TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} _____________ BIODELIVERY SCIENCES INTERNATIONAL, – txt {DESCRIPTION}BYLAWS OF THE COMPANY {TEXT} {PAGE} Exhibit 3.5 BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (a Delaware corporation) {PAGE} BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (a Delaware corporation) TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} ARTICLE 1 Offices 1.1 Principal Office 1 1.2 _____________ BioDelivery Sciences International, – 10.7 Insurance 19 10.8 Amendments 19 10.9 Saving Clause 19 10.10 Certain Definitions 20 {/TABLE} 4 {PAGE} BYLAWS OF BioDelivery Sciences International, Inc. (a Delaware corporation) ARTICLE 1 Offices 1.1 Principa1 Office. The Board of Directors shall fix the location of the principal _____________ dt 240896
Preview Full Doc	2002	Certificate of Incorporation Certificate of Incorporation (16K) Doc #286063: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-3.4 {SEQUENCE}3 {FILENAME}y54446a2ex3-4.txt {DESCRIPTION}ARTICLES OF INCORPORATION {TEXT} {PAGE} Exhibit 3.4 CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. FIRST: The name of the corporation is: BIODELIVERY SCIENCES INTERNATIONAL, INC. SECOND: The address of its registered office in the State of Delaware is 9 East Loockerman Street, Delaware, Delaware 19901, County of Kent. The name of its registered agent at such address is National Registered Agents, Inc. THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "GCL"). FOURTH: The Corporation shall have perpetual existence. FIFTH: The total number of shares of capital stock which the corporation shall have authority to issue is sixty five million (65,000,000) shares, consisting of fifty-five million (55,000,000) shares of common stock, each of the par value of one-hundredth of one cent ($.001) (the "Common Stock") and ten million (10,000,000) shares of preferred stock, each of the par value of one-hundredth of one cent ($.001) each (the "Preferred Stock"). The Preferred Stock shall be issued by the Board of Directors in one or more classes or one or more series within any classes and such classes or series shall have such voting powers (or lack thereof) and such designations, preferences, limitations or restrictions as the Board of Directors may from time to time determine. Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock shall not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class 1 {PAGE} or of securities convertible into shares of stock of any class, whether now or hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation. SEVENTH: No director shall be personally liable to the Corporation or its shareholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the GCL, as amended. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. EIGHTH: The Corporation shall, to the maximum extent permitted under the General Corporation Law of the State of Delaware and except as set forth below, indemnify, hold harmless and, upon request, advance expenses to each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan (any such person being referred to hereafter as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with any action, suit, proceeding, claim or counterclaim, or part thereof, initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. 2 {PAGE} 1. Advance of Expenses. Notwithstanding any other provisions, this Certificate of Incorporation, the By-Laws of the Corporation, or any agreement, vote of stockholder or disinterested directors, or arrangement to the contrary, the Corporation shall advance payment of expenses incurred by an Indemnitee in advance of the final disposition of any matter only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of the Indemnitee to make such repayment. 2. Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal. 3. Other Rights. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. 4. Reliance. Persons who after the date of the adoption of this 286063	BioDelivery BioDelivery Sciences International Inc. As referenced in this Certificate of Incorporation: BIODELIVERY SCIENCES INTERNATIONAL, – TYPE}EX-3.4 {SEQUENCE}3 {FILENAME}y54446a2ex3-4.txt {DESCRIPTION}ARTICLES OF INCORPORATION {TEXT} {PAGE} Exhibit 3.4 CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. FIRST: The name of the corporation is: BIODELIVERY SCIENCES INTERNATIONAL, INC. SECOND: The address of its registered office in the State _____________ BIODELIVERY SCIENCES INTERNATIONAL, – ARTICLES OF INCORPORATION {TEXT} {PAGE} Exhibit 3.4 CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. FIRST: The name of the corporation is: BIODELIVERY SCIENCES INTERNATIONAL, INC. SECOND: The address of its registered office in the State of Delaware is 9 East Loockerman Street, Delaware, Delaware 19901, County _____________ dt 240895 ;	National Registered Agents Inc.
Preview Full Doc	2003	Limited Liability Company Operating Agreement [Amended and Restated] Limited Liability Company Operating Agreement [Amended and Restated] (115K) Doc #171147: Click preview link for longer preview. AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC Dated effective as of October 1, 2003 THE MEMBERSHIP SHARES IN BIORAL NUTRIENT DELIVERY, LLC (THE "SHARES") ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT. NEITHER THE SHARES NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH SECURITIES LAWS AND (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page ---- {S} {C} Section 1.1 Name..................................................................................1 ---- Section 1.2 Formation.............................................................................1 --------- Section 1.3 Principal Business Office.............................................................2 ------------------------- Section 1.4 Registered Office and Agent...........................................................2 --------------------------- Section 1.5 Term of the Company...................................................................2 ------------------- Section 1.6 Fiscal Year...........................................................................2 ----------- Section 2.1 Purpose...............................................................................2 ------- Section 2.2 Powers................................................................................2 ------ Section 3.1 Membership Shares.....................................................................3 ----------------- Section 3.2 Percentage Interest...................................................................4 ------------------- Section 3.3 Capital Contributions.................................................................4 --------------------- Section 3.4 Partition.............................................................................4 --------- Section 3.5 No Interest on Capital................................................................4 ---------------------- Section 3.6 Withdrawal............................................................................4 ---------- Section 3.7 Distributions of Class B Shares.......................................................5 ------------------------------- Section 3.8 Substitute and Additional Members.....................................................6 --------------------------------- Section 3.9 Company Reorganization................................................................7 ---------------------- Section 3.10 MM Option.............................................................................7 --------- Section 4.1 Allocation of Profits and Loss........................................................7 ------------------------------ Section 4.2 Distributions.........................................................................8 ------------- Section 4.3 Capital Accounts......................................................................8 ---------------- Section 4.4 Book/Tax Disparities; Section 754 Elections; etc......................................8 ------------------------------------------------ Section 4.5 Certain Tax-Related Definitions.......................................................9 ------------------------------- Section 4.6 Regulatory Allocations, Qualified Income Offset and Minimum Gain Chargebacks..........9 ---------------------------------------------------------------------------- Section 5.1 Management by the Board of Directors.................................................10 ------------------------------------ Section 5.2 Officers.............................................................................11 -------- Section 5.3 Class B Share Incentive Plan.........................................................11 ---------------------------- Section 5.4 Reliance by Third Parties............................................................12 ------------------------- -i- {PAGE} Section 5.5 Other Business Interests.............................................................12 ------------------------ Section 6.1 Books, Records and Financial Statements..............................................12 --------------------------------------- Section 6.2 Company Audits.......................................................................12 -------------- Section 6.3 Tax Matters Partner..................................................................13 ------------------- Section 6.4 Taxation as Partnership..............................................................13 ----------------------- Section 7.1 Liability............................................................................13 --------- Section 7.2 Exculpation..........................................................................13 ----------- Section 7.3 Indemnification......................................................................14 --------------- Section 7.4 Expenses.............................................................................14 -------- Section 7.5 Insurance............................................................................15 --------- Section 8.1 Transfers of Membership Shares.......................................................15 ------------------------------ Section 8.2 Managing Member Right of First Refusal...............................................16 -------------------------------------- Section 9.1 Dissolution..........................................................................16 ----------- Section 9.2 Liquidation..........................................................................17 ----------- Section 9.3 Termination..........................................................................17 ----------- Section 9.4 Claims of the Members................................................................17 --------------------- Section 10.1 Separability of Provisions...........................................................17 -------------------------- Section 10.2 Counterparts.........................................................................17 ------------ Section 10.3 Entire Agreement.....................................................................17 ---------------- Section 10.4 Governing Law........................................................................18 ------------- Section 10.5 Arbitration..........................................................................18 ----------- Section 10.6 Remedies.............................................................................18 -------- Section 10.7 No Third Party Beneficiaries.........................................................19 ---------------------------- Section 10.8 Amendments...........................................................................19 ---------- Section 10.9 Interpretation.......................................................................19 -------------- Section 10.10 Captions.............................................................................19 -------- Section 10.11 Notices..............................................................................19 ------- Section 11.1 Certain Defined Terms................................................................20 --------------------- SCHEDULES Schedule A Names, Contact Information and Membership Shares Held by the Members Schedule B 2003 Class B Membership Share Option Plan -ii- {/TABLE} {PAGE} AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of Bioral Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as effective of the 1st day of October, 2003, by BioDelivery Sciences International, Inc., a Delaware corporation, as the managing member of the Company. WHEREAS, the Company is governed by that certain Limited Liability Company Agreement, dated January 8, 2003 (as amended on March 31, 2003, the "Agreement"), by and among the Managing Member and the Persons listed on Schedule A thereto, which Persons hold Class B Shares (as defined below) in the Company (the "Class B Members" and, collectively with the Managing Member and any future member of the Company admitted in accordance with the provisions of this Agreement, the "Members"); WHEREAS, pursuant to Section 10.8 of the Agreement, amendments to the Agreement may be made only by the Managing Member; WHEREAS, in light of certain changes to the Company, the Managing Member desires to amend and restated, in its entirety, the Agreement in the manner provided for herein. NOW, THEREFORE, in light of the foregoing and intending to be legally bound, the Managing Member hereby amends and restates the Agreement in its entirety as follows: ARTICLE I FORMATION; DURATION AND PURPOSES Section 1.1 Name. The name of the limited liability company that is the subject of this Agreement shall be Bioral Nutrient Delivery, LLC. Each Member acknowledges that the word "Bioral" is a registered trademark of the Managing Member. Section 1.2 Formation. (a) Pursuant to the Act, the Members hereby form the Company. The Company's existence will commence upon the filing of a certificate of formation of the Company (the "Certificate") by an authorized person (as such term is used in Section 18-201 of the Act) designated by the Managing Member (the "Organizer") in the office of the Delaware Secretary of State. The execution and filing of such Certificate with the Delaware Secretary of State is hereby authorized and approved by the Members. The rights, liabilities and obligations of any Member with respect to the Company shall be determined in accordance with the Act, the Certificate and this Agreement. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability, or obligation arising under the Act, this Agreement shall supersede the Act to the extent not restricted thereby. {PAGE} (b) The Organizer, any Officer (as defined below) and any other Person appointed by the Board of Directors (as defined below) shall hereinafter be authorized to cause the Company to be qualified, or registered under assumed or fictitious name statutes or similar laws, in any jurisdiction in which the Company transacts business. Such Person, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary or desirable for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. Section 1.3 Principal Business Office. The principal business office of the Company shall be located at c/o UMDNJ - New Jersey Medical School, Administrative Building 4, 185 South Orange Avenue, Newark, New Jersey 07103, or at such other location as may hereafter be determined by the Board of Directors. Section 1.4 Registered Office and Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover, Delaware, 19901, County of Kent. The name of the registered agent of the Company at such address is National Registered Agents, Inc. At any time, the Board of Directors may designate another registered agent and/or registered office for the Company. Section 1.5 Term of the Company. The term of the Company shall commence on the date of the filing of the Certificate and shall be perpetual, unless the Company is sooner terminated and dissolved pursuant to the terms hereof. No Member may withdraw from the Company without the prior written consent of the other Members, other than as expressly provided in this Agreement. Section 1.6 Fiscal Year. The fiscal year of the Company shall end on December 31st of each year. ARTICLE II PURPOSE AND POWERS OF THE COMPANY Section 2.1 Purpose. The Company is formed for the objective and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act as may be determined by the Managing Member and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing. The initial purpose of the Company is to obtain an exclusive world-wide perpetual sub-license to the Managing Member's proprietary encochleation drug delivery technology for non-pharmaceutical use in the processed food and beverage and personal care product industries for both human and animal consumption. Section 2.2 Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1, including, but not limited to, the power to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, 171147	BioDelivery BioDelivery Sciences International Inc. As referenced in this Limited Liability Company Operating Agreement [Amended and Restated]: BioDelivery Sciences International, – Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as effective of the 1st day of October, 2003, by BioDelivery Sciences International, Inc., a Delaware corporation, as the managing member of the Company. WHEREAS, the Company is governed by that certain Limited Liability Company _____________ BIODELIVERY SCIENCES INTERNATIONAL, – be legally bound hereby, has duly executed this Amended and Restated Limited Liability Operating Agreement as of the date first set forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC. /s/ Francis E. O'Donnell, Jr. By: __________________________________________ Name: Francis E. O'Donnell, Jr., M.D. Title: President and Chief Executive _____________ BioDelivery Sciences International, – Names, Contact Information and Membership Shares Held by the Members --------------------------------------------------- ----------------------------------------------- ---------------------------- Name/Contact Information Number/Class of Membership Shares Percentage Interest --------------------------------------------------- ----------------------------------------------- ---------------------------- {S} {C} {C} BioDelivery Sciences International, Inc. c/o UMDNJ - New Jersey Medical School Administrative Building 4 708,586/Class A 94.972% 185 South Orange Avenue 7, _____________ BioDelivery Sciences International, – unit option plans under the laws of the State of Delaware, U.S. federal and state securities laws, and the Code. "BDSI" means BioDelivery Sciences International, Inc., a Delaware corporation. "Beneficial Owner" has the meaning set forth in Rule 13d-3 of the Exchange Act. "Board" means the _____________ BIODELIVERY SCIENCES INTERNATIONAL, – the foregoing sets forth the Bioral Nutriment Delivery, LLC 2003 Incentive Plan as duly adopted by the Managing Member on January 8, 2003. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: __________________________________ Name: Francis E. O'Donnell, Jr. Title: President and Chief Executive Officer 9 {/TEXT} {/DOCUMENT} _____________ dt 208601 ;	Bioral Nutrient Delivery, LLC
Preview Full Doc	2003	Limited Liability Company Operating Agreement Limited Liability Company Operating Agreement (117K) Doc #171154: Click preview link for longer preview. LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC January 8, 2003 THE MEMBERSHIP SHARES IN BIORAL NUTRIENT DELIVERY, LLC (THE "SHARES") ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT. NEITHER THE SHARES NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH SECURITIES LAWS AND (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page ---- {S} {C} ARTICLE I FORMATION; DURATION AND PURPOSES.......................................................................1 Section 1.1 Name..................................................................................1 ---- Section 1.2 Formation.............................................................................1 --------- Section 1.3 Principal Business Office.............................................................2 ------------------------- Section 1.4 Registered Office and Agent...........................................................2 --------------------------- Section 1.5 Term of the Company...................................................................2 ------------------- Section 1.6 Fiscal Year...........................................................................2 ----------- ARTICLE II PURPOSE AND POWERS OF THE COMPANY.....................................................................2 Section 2.1 Purpose...............................................................................2 ------- Section 2.2 Powers................................................................................2 ------ ARTICLE III MEMBERS; MEMBERSIP SHARES; RIGHTS DISTRIBUTION PROGRAM...............................................3 Section 3.1 Membership Shares.....................................................................3 ----------------- Section 3.2 Percentage Interest...................................................................4 ------------------- Section 3.3 Capital Contributions.................................................................4 --------------------- Section 3.4 Partition.............................................................................4 --------- Section 3.5 No Interest on Capital................................................................4 ---------------------- Section 3.6 Withdrawal............................................................................4 ---------- Section 3.7 Rights Distribution Program...........................................................4 --------------------------- Section 3.8 Substitute and Additional Members.....................................................6 --------------------------------- Section 3.9 Company Reorganization................................................................6 ---------------------- Section 3.10 MM Option.............................................................................7 --------- ARTICLE IV ALLOCATION OF PROFITS AND LOSS; DISTRIBUTIONS.........................................................7 Section 4.1 Allocation of Profits and Loss........................................................7 ------------------------------ Section 4.2 Distributions.........................................................................8 ------------- Section 4.3 Capital Accounts......................................................................8 ---------------- Section 4.4 Book/Tax Disparities; Section 754 Elections; etc......................................8 ------------------------------------------------ Section 4.5 Certain Tax-Related Definitions.......................................................9 ------------------------------- Section 4.6 Regulatory Allocations, Qualified Income Offset and Minimum Gain Chargebacks..........9 ---------------------------------------------------------------------------- -i- {PAGE} ARTICLE V MANAGEMENT ............................................................................................9 Section 5.1 Management by the Board of Directors..................................................9 ------------------------------------ Section 5.2 Officers.............................................................................11 -------- Section 5.3 Class B Share Incentive Plan.........................................................11 ---------------------------- Section 5.4 Reliance by Third Parties............................................................11 ------------------------- Section 5.5 Other Business Interests.............................................................12 ------------------------ ARTICLE VI BOOKS AND RECORDS; TAX MATTERS.......................................................................12 Section 6.1 Books, Records and Financial Statements..............................................12 --------------------------------------- Section 6.2 Company Audits.......................................................................12 -------------- Section 6.3 Tax Matters Partner..................................................................12 ------------------- Section 6.4 Taxation as Partnership..............................................................12 ----------------------- ARTICLE VII LIABILITY, EXCULPATION AND INDEMNIFICATION..........................................................13 Section 7.1 Liability............................................................................13 --------- Section 7.2 Exculpation..........................................................................13 ----------- Section 7.3 Indemnification......................................................................13 --------------- Section 7.4 Expenses.............................................................................14 -------- Section 7.5 Insurance............................................................................14 --------- ARTICLE VIII TRANSFERS OF MEMBERSHIP INTERESTS..................................................................15 Section 8.1 Transfers of Membership Shares.......................................................15 ------------------------------ Section 8.2 Managing Member Right of First Refusal...............................................16 -------------------------------------- ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION.............................................................16 Section 9.1 Dissolution..........................................................................16 ----------- Section 9.2 Liquidation..........................................................................16 ----------- Section 9.3 Termination..........................................................................17 ----------- Section 9.4 Claims of the Members................................................................17 --------------------- ARTICLE X MISCELLANEOUS.........................................................................................17 Section 10.1 Separability of Provisions...........................................................17 -------------------------- Section 10.2 Counterparts.........................................................................17 ------------ Section 10.3 Entire Agreement.....................................................................17 ---------------- Section 10.4 Governing Law........................................................................17 ------------- Section 10.5 Arbitration..........................................................................17 ----------- -ii- {PAGE} Section 10.6 Remedies.............................................................................18 -------- Section 10.7 No Third Party Beneficiaries.........................................................18 ---------------------------- Section 10.8 Amendments...........................................................................18 ---------- Section 10.9 Interpretation.......................................................................19 -------------- Section 10.10 Captions.............................................................................19 -------- Section 10.11 Notices. ............................................................................19 ------- ARTICLE XI DEFINITIONS..........................................................................................19 Section 11.1 Certain Defined Terms. .............................................................19 --------------------- SCHEDULES Schedule A Names, Contact Information and Membership Shares Held by the Members Schedule B 2003 Class B Membership Share Option Plan -iii- {/TABLE} {PAGE} LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC This LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of Bioral Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as of the 8th day of January, 2003, by and among BioDelivery Sciences International, Inc., a Delaware corporation (the "Managing Member") and the Persons listed on Schedule A hereto, which Persons hold Class B Shares (as defined below) in the Company (the "Class B Members" and, collectively with the Managing Member and any future member of the Company admitted in accordance with the provisions of this Agreement, the "Members"). WHEREAS, the Members desire to form the Company as a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, 6 Del. C. 18-101 et seq., as amended from time to time (the "Act"); and WHEREAS, the Members desire to enter into this Agreement in order to provide for the operation and management of the Company and the rights and obligations of the Members in connection therewith. NOW, THEREFORE, in consideration of the foregoing and mutual promises and agreements herein made, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the undersigned Members hereby agree as follows: ARTICLE I FORMATION; DURATION AND PURPOSES Section 1.1 Name. The name of the limited liability company that is the ---- subject of this Agreement shall be Bioral Nutrient Delivery, LLC. Each Member acknowledges that the word "Bioral" is a registered trademark of the Managing Member. Section 1.2 Formation. ---------- (a) Pursuant to the Act, the Members hereby form the Company. The Company's existence will commence upon the filing of a certificate of formation of the Company (the "Certificate") by an authorized person (as such term is used in Section 18-201 of the Act) designated by the Managing Member (the "Organizer") in the office of the Delaware Secretary of State. The execution and filing of such Certificate with the Delaware Secretary of State is hereby authorized and approved by the Members. The rights, liabilities and obligations of any Member with respect to the Company shall be determined in accordance with the Act, the Certificate and this Agreement. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability, or obligation arising under the Act, this Agreement shall supersede the Act to the extent not restricted thereby. (b) The Organizer, any Officer (as defined below) and any other Person appointed by the Board of Directors (as defined below) shall hereinafter be authorized to cause the Company to be qualified, or registered under assumed or fictitious name statutes or similar laws, in any jurisdiction in which the {PAGE} Company transacts business. Such Person, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary or desirable for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. Section 1.3 Principal Business Office. The principal business office of the ------------------------- Company shall be located at c/o UMDNJ - New Jersey Medical School, Administrative Building 4, 185 South Orange Avenue, Newark, New Jersey 07103, or at such other location as may hereafter be determined by the Board of Directors. Section 1.4 Registered Office and Agent. The name and address of the --------------------------- registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover, Delaware, 19901, County of Kent. The name of the registered agent of the Company at such address is National Registered Agents, Inc. At any time, the Board of Directors may designate another registered agent and/or registered office for the Company. Section 1.5 Term of the Company. The term of the Company shall commence on ------------------- the date of the filing of the Certificate and shall be perpetual, unless the Company is sooner terminated and dissolved pursuant to the terms hereof. No Member may withdraw from the Company without the prior written consent of the other Members, other than as expressly provided in this Agreement. Section 1.6 Fiscal Year. The fiscal year of the Company shall end on ----------- December 31st of each year. ARTICLE II PURPOSE AND POWERS OF THE COMPANY Section 2.1 Purpose. The Company is formed for the objective and purpose ------- of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act as may be determined by the Managing Member and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing. The initial purpose of the Company is to obtain an exclusive world-wide perpetual sub-license to the Managing Member's proprietary encochleation drug delivery technology for non-pharmaceutical use in the processed food and beverage industries for both human and animal consumption. Section 2.2 Powers. In furtherance of its purposes, the Company shall have ------ the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1, including, but not limited to, the power to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company. 171154	BioDelivery BioDelivery Sciences International Inc. As referenced in this Limited Liability Company Operating Agreement: BioDelivery Sciences International, – Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as of the 8th day of January, 2003, by and among BioDelivery Sciences International, Inc., a Delaware corporation (the "Managing Member") and the Persons listed on Schedule A hereto, which Persons hold Class B Shares (as _____________ BIODELIVERY SCIENCES INTERNATIONAL, – WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first set forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC. By:/s/ Francis E. O'Donnell, Jr. -------------------------------------------- Name: Francis E. O'Donnell, Jr. Title: President and Chief Executive Officer /s/ Raphael _____________ BioDelivery Sciences International, – Names, Contact Information and Membership Shares Held by the Members ------------------------------------------- ------------------------------------ -------------------- Name/Contact Information Number/Class of Membership Shares Percentage Interest ------------------------------------------- ------------------------------------ -------------------- {S} {C} {C} BioDelivery Sciences International, Inc. c/o UMDNJ - New Jersey Medical School Administrative Building 4 185 South Orange Avenue 708,586/Class A 95.757% Newark, _____________ BioDelivery Sciences International, – unit option plans under the laws of the State of Delaware, U.S. federal and state securities laws, and the Code. "BDSI" means BioDelivery Sciences International, Inc., a Delaware ---- corporation. "Beneficial Owner" has the meaning set forth in Rule 13d-3 of the Exchange ---------------- Act. "Board" means the _____________ BIODELIVERY SCIENCES INTERNATIONAL, – the foregoing sets forth the Bioral Nutriment Delivery, LLC 2003 Incentive Plan as duly adopted by the Managing Member on January 8, 2003. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: --------------------------------------- Name: Francis E. O'Donnell, Jr. Title: President and Chief Executive Officer 9 {/TEXT} {/DOCUMENT} _____________ dt 208603 ;	Bioral Nutrient Delivery LLC
Preview Full Doc	2003	Limited Liability Company Operating Agreement [Amended and Restated] Limited Liability Company Operating Agreement [Amended and Restated] (115K) Doc #171156: Click preview link for longer preview. AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC Dated effective as of October 1, 2003 THE MEMBERSHIP SHARES IN BIORAL NUTRIENT DELIVERY, LLC (THE "SHARES") ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT. NEITHER THE SHARES NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH SECURITIES LAWS AND (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page ---- {S} {C} Section 1.1 Name..................................................................................1 ---- Section 1.2 Formation.............................................................................1 --------- Section 1.3 Principal Business Office.............................................................2 ------------------------- Section 1.4 Registered Office and Agent...........................................................2 --------------------------- Section 1.5 Term of the Company...................................................................2 ------------------- Section 1.6 Fiscal Year...........................................................................2 ----------- Section 2.1 Purpose...............................................................................2 ------- Section 2.2 Powers................................................................................2 ------ Section 3.1 Membership Shares.....................................................................3 ----------------- Section 3.2 Percentage Interest...................................................................4 ------------------- Section 3.3 Capital Contributions.................................................................4 --------------------- Section 3.4 Partition.............................................................................4 --------- Section 3.5 No Interest on Capital................................................................4 ---------------------- Section 3.6 Withdrawal............................................................................4 ---------- Section 3.7 Distributions of Class B Shares.......................................................5 ------------------------------- Section 3.8 Substitute and Additional Members.....................................................6 --------------------------------- Section 3.9 Company Reorganization................................................................7 ---------------------- Section 3.10 MM Option.............................................................................7 --------- Section 4.1 Allocation of Profits and Loss........................................................7 ------------------------------ Section 4.2 Distributions.........................................................................8 ------------- Section 4.3 Capital Accounts......................................................................8 ---------------- Section 4.4 Book/Tax Disparities; Section 754 Elections; etc......................................8 ------------------------------------------------ Section 4.5 Certain Tax-Related Definitions.......................................................9 ------------------------------- Section 4.6 Regulatory Allocations, Qualified Income Offset and Minimum Gain Chargebacks..........9 ---------------------------------------------------------------------------- Section 5.1 Management by the Board of Directors.................................................10 ------------------------------------ Section 5.2 Officers.............................................................................11 -------- Section 5.3 Class B Share Incentive Plan.........................................................11 ---------------------------- Section 5.4 Reliance by Third Parties............................................................12 ------------------------- -i- {PAGE} Section 5.5 Other Business Interests.............................................................12 ------------------------ Section 6.1 Books, Records and Financial Statements..............................................12 --------------------------------------- Section 6.2 Company Audits.......................................................................12 -------------- Section 6.3 Tax Matters Partner..................................................................13 ------------------- Section 6.4 Taxation as Partnership..............................................................13 ----------------------- Section 7.1 Liability............................................................................13 --------- Section 7.2 Exculpation..........................................................................13 ----------- Section 7.3 Indemnification......................................................................14 --------------- Section 7.4 Expenses.............................................................................14 -------- Section 7.5 Insurance............................................................................15 --------- Section 8.1 Transfers of Membership Shares.......................................................15 ------------------------------ Section 8.2 Managing Member Right of First Refusal...............................................16 -------------------------------------- Section 9.1 Dissolution..........................................................................16 ----------- Section 9.2 Liquidation..........................................................................17 ----------- Section 9.3 Termination..........................................................................17 ----------- Section 9.4 Claims of the Members................................................................17 --------------------- Section 10.1 Separability of Provisions...........................................................17 -------------------------- Section 10.2 Counterparts.........................................................................17 ------------ Section 10.3 Entire Agreement.....................................................................17 ---------------- Section 10.4 Governing Law........................................................................18 ------------- Section 10.5 Arbitration..........................................................................18 ----------- Section 10.6 Remedies.............................................................................18 -------- Section 10.7 No Third Party Beneficiaries.........................................................19 ---------------------------- Section 10.8 Amendments...........................................................................19 ---------- Section 10.9 Interpretation.......................................................................19 -------------- Section 10.10 Captions.............................................................................19 -------- Section 10.11 Notices..............................................................................19 ------- Section 11.1 Certain Defined Terms................................................................20 --------------------- SCHEDULES Schedule A Names, Contact Information and Membership Shares Held by the Members Schedule B 2003 Class B Membership Share Option Plan -ii- {/TABLE} {PAGE} AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of Bioral Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as effective of the 1st day of October, 2003, by BioDelivery Sciences International, Inc., a Delaware corporation, as the managing member of the Company. WHEREAS, the Company is governed by that certain Limited Liability Company Agreement, dated January 8, 2003 (as amended on March 31, 2003, the "Agreement"), by and among the Managing Member and the Persons listed on Schedule A thereto, which Persons hold Class B Shares (as defined below) in the Company (the "Class B Members" and, collectively with the Managing Member and any future member of the Company admitted in accordance with the provisions of this Agreement, the "Members"); WHEREAS, pursuant to Section 10.8 of the Agreement, amendments to the Agreement may be made only by the Managing Member; WHEREAS, in light of certain changes to the Company, the Managing Member desires to amend and restated, in its entirety, the Agreement in the manner provided for herein. NOW, THEREFORE, in light of the foregoing and intending to be legally bound, the Managing Member hereby amends and restates the Agreement in its entirety as follows: ARTICLE I FORMATION; DURATION AND PURPOSES Section 1.1 Name. The name of the limited liability company that is the subject of this Agreement shall be Bioral Nutrient Delivery, LLC. Each Member acknowledges that the word "Bioral" is a registered trademark of the Managing Member. Section 1.2 Formation. (a) Pursuant to the Act, the Members hereby form the Company. The Company's existence will commence upon the filing of a certificate of formation of the Company (the "Certificate") by an authorized person (as such term is used in Section 18-201 of the Act) designated by the Managing Member (the "Organizer") in the office of the Delaware Secretary of State. The execution and filing of such Certificate with the Delaware Secretary of State is hereby authorized and approved by the Members. The rights, liabilities and obligations of any Member with respect to the Company shall be determined in accordance with the Act, the Certificate and this Agreement. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability, or obligation arising under the Act, this Agreement shall supersede the Act to the extent not restricted thereby. {PAGE} (b) The Organizer, any Officer (as defined below) and any other Person appointed by the Board of Directors (as defined below) shall hereinafter be authorized to cause the Company to be qualified, or registered under assumed or fictitious name statutes or similar laws, in any jurisdiction in which the Company transacts business. Such Person, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary or desirable for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. Section 1.3 Principal Business Office. The principal business office of the Company shall be located at c/o UMDNJ - New Jersey Medical School, Administrative Building 4, 185 South Orange Avenue, Newark, New Jersey 07103, or at such other location as may hereafter be determined by the Board of Directors. Section 1.4 Registered Office and Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover, Delaware, 19901, County of Kent. The name of the registered agent of the Company at such address is National Registered Agents, Inc. At any time, the Board of Directors may designate another registered agent and/or registered office for the Company. Section 1.5 Term of the Company. The term of the Company shall commence on the date of the filing of the Certificate and shall be perpetual, unless the Company is sooner terminated and dissolved pursuant to the terms hereof. No Member may withdraw from the Company without the prior written consent of the other Members, other than as expressly provided in this Agreement. Section 1.6 Fiscal Year. The fiscal year of the Company shall end on December 31st of each year. ARTICLE II PURPOSE AND POWERS OF THE COMPANY Section 2.1 Purpose. The Company is formed for the objective and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act as may be determined by the Managing Member and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing. The initial purpose of the Company is to obtain an exclusive world-wide perpetual sub-license to the Managing Member's proprietary encochleation drug delivery technology for non-pharmaceutical use in the processed food and beverage and personal care product industries for both human and animal consumption. Section 2.2 Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1, including, but not limited to, the power to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, 171156	BioDelivery BioDelivery Sciences International Inc. As referenced in this Limited Liability Company Operating Agreement [Amended and Restated]: BioDelivery Sciences International, – Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as effective of the 1st day of October, 2003, by BioDelivery Sciences International, Inc., a Delaware corporation, as the managing member of the Company. WHEREAS, the Company is governed by that certain Limited Liability Company _____________ BIODELIVERY SCIENCES INTERNATIONAL, – be legally bound hereby, has duly executed this Amended and Restated Limited Liability Operating Agreement as of the date first set forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC. /s/ Francis E. O'Donnell, Jr. By: __________________________________________ Name: Francis E. O'Donnell, Jr., M.D. Title: President and Chief Executive _____________ BioDelivery Sciences International, – Names, Contact Information and Membership Shares Held by the Members --------------------------------------------------- ----------------------------------------------- ---------------------------- Name/Contact Information Number/Class of Membership Shares Percentage Interest --------------------------------------------------- ----------------------------------------------- ---------------------------- {S} {C} {C} BioDelivery Sciences International, Inc. c/o UMDNJ - New Jersey Medical School Administrative Building 4 708,586/Class A 94.972% 185 South Orange Avenue 7, _____________ BioDelivery Sciences International, – unit option plans under the laws of the State of Delaware, U.S. federal and state securities laws, and the Code. "BDSI" means BioDelivery Sciences International, Inc., a Delaware corporation. "Beneficial Owner" has the meaning set forth in Rule 13d-3 of the Exchange Act. "Board" means the _____________ BIODELIVERY SCIENCES INTERNATIONAL, – the foregoing sets forth the Bioral Nutriment Delivery, LLC 2003 Incentive Plan as duly adopted by the Managing Member on January 8, 2003. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: __________________________________ Name: Francis E. O'Donnell, Jr. Title: President and Chief Executive Officer 9 {/TEXT} {/DOCUMENT} _____________ dt 208604 ;	Bioral Nutrient Delivery LLC
Preview Full Doc	2003	Limited Liability Company Operating Agreement [Amended and Restated] Limited Liability Company Operating Agreement [Amended and Restated] (115K) Doc #286007: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}bdsi8knov2003ex-101.txt {DESCRIPTION}AMENDED AND RESTATED LLC OPERATING AGREEMENT {TEXT} Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC Dated effective as of October 1, 2003 THE MEMBERSHIP SHARES IN BIORAL NUTRIENT DELIVERY, LLC (THE "SHARES") ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT. NEITHER THE SHARES NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH SECURITIES LAWS AND (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page ---- {S} {C} Section 1.1 Name..................................................................................1 ---- Section 1.2 Formation.............................................................................1 --------- Section 1.3 Principal Business Office.............................................................2 ------------------------- Section 1.4 Registered Office and Agent...........................................................2 --------------------------- Section 1.5 Term of the Company...................................................................2 ------------------- Section 1.6 Fiscal Year...........................................................................2 ----------- Section 2.1 Purpose...............................................................................2 ------- Section 2.2 Powers................................................................................2 ------ Section 3.1 Membership Shares.....................................................................3 ----------------- Section 3.2 Percentage Interest...................................................................4 ------------------- Section 3.3 Capital Contributions.................................................................4 --------------------- Section 3.4 Partition.............................................................................4 --------- Section 3.5 No Interest on Capital................................................................4 ---------------------- Section 3.6 Withdrawal............................................................................4 ---------- Section 3.7 Distributions of Class B Shares.......................................................5 ------------------------------- Section 3.8 Substitute and Additional Members.....................................................6 --------------------------------- Section 3.9 Company Reorganization................................................................7 ---------------------- Section 3.10 MM Option.............................................................................7 --------- Section 4.1 Allocation of Profits and Loss........................................................7 ------------------------------ Section 4.2 Distributions.........................................................................8 ------------- Section 4.3 Capital Accounts......................................................................8 ---------------- Section 4.4 Book/Tax Disparities; Section 754 Elections; etc......................................8 ------------------------------------------------ Section 4.5 Certain Tax-Related Definitions.......................................................9 ------------------------------- Section 4.6 Regulatory Allocations, Qualified Income Offset and Minimum Gain Chargebacks..........9 ---------------------------------------------------------------------------- Section 5.1 Management by the Board of Directors.................................................10 ------------------------------------ Section 5.2 Officers.............................................................................11 -------- Section 5.3 Class B Share Incentive Plan.........................................................11 ---------------------------- 286007	BioDelivery BioDelivery Sciences International Inc. As referenced in this Limited Liability Company Operating Agreement [Amended and Restated]: BioDelivery Sciences International, – Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as effective of the 1st day of October, 2003, by BioDelivery Sciences International, Inc., a Delaware corporation, as the managing member of the Company. WHEREAS, the Company is governed by that certain Limited Liability Company _____________ BIODELIVERY SCIENCES INTERNATIONAL, – be legally bound hereby, has duly executed this Amended and Restated Limited Liability Operating Agreement as of the date first set forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC. /s/ Francis E. O'Donnell, Jr. By: __________________________________________ Name: Francis E. O'Donnell, Jr., M.D. Title: President and Chief Executive _____________ BioDelivery Sciences International, – Names, Contact Information and Membership Shares Held by the Members --------------------------------------------------- ----------------------------------------------- ---------------------------- Name/Contact Information Number/Class of Membership Shares Percentage Interest --------------------------------------------------- ----------------------------------------------- ---------------------------- {S} {C} {C} BioDelivery Sciences International, Inc. c/o UMDNJ - New Jersey Medical School Administrative Building 4 708,586/Class A 94.972% 185 South Orange Avenue 7, _____________ BioDelivery Sciences International, – unit option plans under the laws of the State of Delaware, U.S. federal and state securities laws, and the Code. "BDSI" means BioDelivery Sciences International, Inc., a Delaware corporation. "Beneficial Owner" has the meaning set forth in Rule 13d-3 of the Exchange Act. "Board" means the _____________ BIODELIVERY SCIENCES INTERNATIONAL, – the foregoing sets forth the Bioral Nutriment Delivery, LLC 2003 Incentive Plan as duly adopted by the Managing Member on January 8, 2003. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: __________________________________ Name: Francis E. O'Donnell, Jr. Title: President and Chief Executive Officer 9 {/TEXT} {/DOCUMENT} _____________ dt 240857 ;	Bioral Nutrient Delivery, LLC
Preview Full Doc	2003	Limited Liability Company Operating Agreement [Amendment No. 1] Limited Liability Company Operating Agreement [Amendment No. 1] (7K) Doc #286014: Click preview link for longer preview. FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC This FIRST AMENDMENT LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Amendment") of Bioral Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as of the 31st day of March, 2003, by BioDelivery Sciences International, Inc., a Delaware corporation, as the managing member of the Company (the "Managing Member"). WHEREAS, the Company is governed by that certain Limited Liability Company Agreement, dated January 8, 2003, by and among the Managing Member and the other signatories thereto (the "Agreement"); WHEREAS, pursuant to Section 10.8 of the Agreement, amendments to the Agreement may be made only by the Managing Member; WHEREAS, the Managing Member desires to (i) retire 1,514,138 Class B Shares held by the Managing Member, and (ii) increase the number of Class B Shares underlying the MM Option; and WHEREAS, the Managing Member desires to enter into this Amendment in order to memorialize such transactions. NOW, THEREFORE, in light of the foregoing and intending to be legally bound, the Managing Member hereby amends the Agreement as follows: 1. Capitalized Terms. Unless otherwise defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed such terms in the Agreement. 2. Retirement of Class B Shares. The Managing Member hereby returns to the Company for retirement 1,514,138 Class B Shares. As of the date hereof, such Class B Shares shall be deemed to no longer be outstanding. Schedule A to the Agreement is hereby deleted in its entirety and replaced by Schedule A-1 attached hereto, which schedule sets forth the amount of Membership Shares and resulting Percentage Interest of each Member as of the date hereof. Schedule A-1 is also amended to reflect certain administrative changes thereto. 3. Increase in MM Option. Section 3.10(a) of the Agreement is hereby deleted in its entirety and replaced with the following provision in lieu thereof: "(a) The Company hereby grants to the Managing Member an option (the "MM Option") to purchase, in whole or in part, and from time to time in any amounts, for the period beginning January 8, 2003 and ending January 8, 2008 (the "Option Period"), an aggregate of 4,185,000 Class B Shares at a purchase price throughout the Option Period of $0.01 per Class B Share." {PAGE} 4. Distributions. Section 4.2 of the Agreement is amended by renumbering paragraph "(b)" thereof as paragraph "(c)" and adding the following new 286014	BioDelivery BioDelivery Sciences International Inc. As referenced in this Limited Liability Company Operating Agreement [Amendment No. 1]: BioDelivery Sciences International, – Bioral Nutrient Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as of the 31st day of March, 2003, by BioDelivery Sciences International, Inc., a Delaware corporation, as the managing member of the Company (the "Managing Member"). WHEREAS, the Company is governed by that certain _____________ BIODELIVERY SCIENCES INTERNATIONAL, – Page Follows] 2 {PAGE} IN WITNESS WHEREOF, the Managing Member has duly executed this Amendment as of the date first set forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: /s/ Francis E. O'Donnell, Jr. ------------------------------------- Name: Francis E. O'Donnell, Jr. Title: Chairman, President and CEO [Schedule A-1 _____________ BioDelivery Sciences International, – Names, Contact Information and Membership Shares Held by the Members ------------------------------------------------ ------------------------------------------- -------------------------- Name/Contact Information Number/Class of Membership Shares Percentage Interest ------------------------------------------------ ------------------------------------------- -------------------------- {S} {C} {C} BioDelivery Sciences International, Inc. c/o UMDNJ - New Jersey Medical School Administrative Building 4 708,586/Class A 94.972% 185 South Orange Avenue 7, _____________ dt 240862 ;	Bioral Nutrient Delivery, LLC
Preview Full Doc	2003	Limited Liability Company Operating Agreement Limited Liability Company Operating Agreement (117K) Doc #286024: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}bdsi8kfeb252003ex10-1.txt {DESCRIPTION}LLC OPERATING AGREEMENT {TEXT} EXHIBIT 10.1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIORAL NUTRIENT DELIVERY, LLC January 8, 2003 THE MEMBERSHIP SHARES IN BIORAL NUTRIENT DELIVERY, LLC (THE "SHARES") ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT. NEITHER THE SHARES NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH SECURITIES LAWS AND (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page ---- {S} {C} ARTICLE I FORMATION; DURATION AND PURPOSES.......................................................................1 Section 1.1 Name..................................................................................1 ---- Section 1.2 Formation.............................................................................1 --------- Section 1.3 Principal Business Office.............................................................2 ------------------------- Section 1.4 Registered Office and Agent...........................................................2 --------------------------- Section 1.5 Term of the Company...................................................................2 ------------------- Section 1.6 Fiscal Year...........................................................................2 ----------- ARTICLE II PURPOSE AND POWERS OF THE COMPANY.....................................................................2 Section 2.1 Purpose...............................................................................2 ------- Section 2.2 Powers................................................................................2 ------ ARTICLE III MEMBERS; MEMBERSIP SHARES; RIGHTS DISTRIBUTION PROGRAM...............................................3 Section 3.1 Membership Shares.....................................................................3 ----------------- Section 3.2 Percentage Interest...................................................................4 ------------------- Section 3.3 Capital Contributions.................................................................4 --------------------- Section 3.4 Partition.............................................................................4 --------- Section 3.5 No Interest on Capital................................................................4 ---------------------- Section 3.6 Withdrawal............................................................................4 ---------- Section 3.7 Rights Distribution Program...........................................................4 --------------------------- Section 3.8 Substitute and Additional Members.....................................................6 --------------------------------- Section 3.9 Company Reorganization................................................................6 ---------------------- Section 3.10 MM Option.............................................................................7 --------- ARTICLE IV ALLOCATION OF PROFITS AND LOSS; DISTRIBUTIONS.........................................................7 Section 4.1 Allocation of Profits and Loss........................................................7 ------------------------------ Section 4.2 Distributions.........................................................................8 ------------- Section 4.3 Capital Accounts......................................................................8 ---------------- Section 4.4 Book/Tax Disparities; Section 754 Elections; etc......................................8 ------------------------------------------------ Section 4.5 Certain Tax-Related Definitions.......................................................9 ------------------------------- Section 4.6 Regulatory Allocations, Qualified Income Offset and Minimum Gain Chargebacks..........9 ---------------------------------------------------------------------------- -i- {PAGE} ARTICLE V MANAGEMENT ............................................................................................9 Section 5.1 Management by the Board of Directors..................................................9 ------------------------------------ Section 5.2 Officers.............................................................................11 -------- Section 5.3 Class B Share Incentive Plan.........................................................11 ---------------------------- Section 5.4 Reliance by Third Parties............................................................11 ------------------------- Section 5.5 Other Business Interests.............................................................12 ------------------------ ARTICLE VI BOOKS AND RECORDS; TAX MATTERS.......................................................................12 Section 6.1 Books, Records and Financial Statements..............................................12 --------------------------------------- Section 6.2 Company Audits.......................................................................12 286024	BioDelivery BioDelivery Sciences International Inc. As referenced in this Limited Liability Company Operating Agreement: BioDelivery Sciences International, – Delivery, LLC, a Delaware limited liability company (the "Company") is entered into as of the 8th day of January, 2003, by and among BioDelivery Sciences International, Inc., a Delaware corporation (the "Managing Member") and the Persons listed on Schedule A hereto, which Persons hold Class B Shares (as _____________ BIODELIVERY SCIENCES INTERNATIONAL, – WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first set forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC. By:/s/ Francis E. O'Donnell, Jr. -------------------------------------------- Name: Francis E. O'Donnell, Jr. Title: President and Chief Executive Officer /s/ Raphael _____________ BioDelivery Sciences International, – Names, Contact Information and Membership Shares Held by the Members ------------------------------------------- ------------------------------------ -------------------- Name/Contact Information Number/Class of Membership Shares Percentage Interest ------------------------------------------- ------------------------------------ -------------------- {S} {C} {C} BioDelivery Sciences International, Inc. c/o UMDNJ - New Jersey Medical School Administrative Building 4 185 South Orange Avenue 708,586/Class A 95.757% Newark, _____________ BioDelivery Sciences International, – unit option plans under the laws of the State of Delaware, U.S. federal and state securities laws, and the Code. "BDSI" means BioDelivery Sciences International, Inc., a Delaware ---- corporation. "Beneficial Owner" has the meaning set forth in Rule 13d-3 of the Exchange ---------------- Act. "Board" means the _____________ BIODELIVERY SCIENCES INTERNATIONAL, – the foregoing sets forth the Bioral Nutriment Delivery, LLC 2003 Incentive Plan as duly adopted by the Managing Member on January 8, 2003. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: --------------------------------------- Name: Francis E. O'Donnell, Jr. Title: President and Chief Executive Officer 9 {/TEXT} {/DOCUMENT} _____________ dt 240869 ;	Bioral Nutrient Delivery, LLC
Full Doc	2007	Dispute Resolution Agreement Dispute Resolution Agreement (2K) Doc #3019775: This document is immediately available for purchase, but does not have a preview available for viewing. 3019775	BioDelivery BioDelivery Sciences International Inc.
Preview Full Doc	2003	Distribution Agent Agreement Distribution Agent Agreement (9K) Doc #286017: Click preview link for longer preview. Bioral Nutrient Delivery, LLC 5310 Cypress Center Drive, #101 Tampa, FL 33609 June 1, 2003 DISTRIBUTION AGENT AGREEMENT ---------------------------- Kashner Davidson Securities Corporation 77 South Palm Avenue Sarasota, Florida 34236 Attention: Matt Meister Gentlemen: This Agreement sets forth the terms and conditions under which Kashner Davidson Securities Corporation ("Agent") has been retained by Bioral Nutrient Delivery, LLC ("BND") to act as Distribution Agent in connection with the distribution, from time to time, by BND's parent, BioDelivery Sciences International, Inc. ("BDSI"), to stockholders (the "Distribution") of rights ("Rights") to purchase Class B Membership Shares (the "Class B Shares") of BND held by BDSI, as contemplated that certain Registration Statement on Form SB-1 of BND, Registration No. 333-103431, relating to the Rights, the Class B Shares and the Distribution (as amended from time to time, the "Registration Statement"). The term of the Agreement shall be the later of (i) December 31, 2003, and (ii) 60 days from the date the Registration Date becomes effective under the Securities Act of 1933, as amended. 1. Services. Agent will provide to BND the following services (the "Services"): (a) Assistance in the coordination of the Distribution; (b) Facilitation with the distribution of materials to the registered and beneficial owners of shares BDSI common stock (the "Stockholders"); (c) Answer inquires from Stockholders regarding the Distribution; (d) Advice to BND regarding the form and content of the Registration Statement; and (e) Assistance to BND with document review. 2. Compensation. In consideration of the Services to be provided to BND, BND hereby grants Agent a right to purchase 200,000 Class B Shares as follows: 100,000 as of the date that Rights are initially distributed to BDSI stockholders (the "Distribution Date") and the balance in twelve (12), equal quarterly installments beginning with the first fiscal quarter 286017	BioDelivery BioDelivery Sciences International Inc. As referenced in this Distribution Agent Agreement: BioDelivery Sciences International, – Bioral Nutrient Delivery, LLC ("BND") to act as Distribution Agent in connection with the distribution, from time to time, by BND's parent, BioDelivery Sciences International, Inc. ("BDSI"), to stockholders (the "Distribution") of rights ("Rights") to purchase Class B Membership Shares (the "Class B Shares") of BND held _____________ dt 240865 ;	Bioral Nutrient Delivery, LLC
Preview Full Doc	2003	Distribution Agent Agreement Distribution Agent Agreement (10K) Doc #1363294: Click preview link for longer preview. Bioral Nutrient Delivery, LLC 5310 Cypress Center Drive, #101 Tampa, FL 33609 June 1, 2003 DISTRIBUTION AGENT AGREEMENT ---------------------------- Kashner Davidson Securities Corporation 77 South Palm Avenue Sarasota, Florida 34236 Attention: Matt Meister Gentlemen: This Agreement sets forth the terms and conditions under which Kashner Davidson Securities Corporation ("Agent") has . . . 1363294	BioDelivery BioDelivery Sciences International Inc. As referenced in this Distribution Agent Agreement: BioDelivery Sciences International, Inc – Securities Corporation ("Agent") has been retained by Bioral Nutrient Delivery, LLC ("BND") to act as Distribution Agent in connection with the distribution, from time to time, by BND's parent, BioDelivery Sciences International, Inc . ("BDSI"), to stockholders (the "Distribution") of rights ("Rights") to purchase Class B Membership Shares (the "Class B Shares") of BND held by BDSI, as contemplated that certain Registration Statement _____________ dt 1410051 ;	Bioral Nutrient Delivery Bioral Nutrient Delivery LLC
Preview Full Doc	2004	Employment Agreement Employment Agreement (32K) Doc #237408: Click preview link for longer preview. Biovest International, Inc. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (ï¿½Agreementï¿½) is made and entered into as of this 1^st day of November, 2003, by and between Biovest International, Inc. (the ï¿½Companyï¿½) and Samuel S. Duffey (ï¿½Employeeï¿½). R E C I T A L S: WHEREAS, the Company is a biotechnology company that develops, manufactures and markets cell culture systems and is the holder of a Cooperative Research and Development Agreement with the National Cancer Institute for the commercialization of a personalized biologic cancer vaccine for . . . 237408	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BIODELIVERY SCIENCES INTERNATIONAL, – S. Duffey Accepted and Agreed: Biovest International, Inc. By: /s/ F. E. ODonnell Name: F. E. ODonnell Title: Chairman EXHIBIT A PRIOR INVENTIONS BIODELIVERY SCIENCES INTERNATIONAL, INC. (the Company) Gentlemen: The following is a complete list of all inventions or improvements, patented or unpatented, that have been made _____________ dt 208610
Preview Full Doc	2002	Employment Agreement Employment Agreement (7K) Doc #286050: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.15 {SEQUENCE}7 {FILENAME}y54446a4ex10-15.txt {DESCRIPTION}EMPLOYMENT AGREEMENT {TEXT} {PAGE} Exhibit 10.15 EMPLOYMENT AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 29th day of March, 2002, by and between BioDelivery Sciences International, Inc., an Indiana corporation, (the "Company") and Francis E. O'Donnell, MD ("Employee"). R E C I T A L S: WHEREAS, the Company is engaged in the business of developing and commercializing proprietary and patented cochleate delivery technology; WHEREAS, the Company wishes to enter into this Employment Agreement with Employee, to set forth and govern the terms, conditions and duties of employment of Employee with the Company; and WHEREAS, the Company and the Employee are desirous of setting forth in this definitive Employment Agreement their respective rights and obligations with respect to Employee's employment with the Company. NOW, THEREFORE, in consideration of the mutual promises in this Agreement and for additional good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the Company and the Employee agree as follows: 1. EMPLOYMENT AND TERM. On the terms and subject to the conditions of this Agreement, the Company agrees to employ the Employee and the Employee accepts such employment. This Agreement shall commence on the date hereof (the "Commencement Date") and shall continue in effect for a period of three years from the date hereof. This Agreement shall terminate at the end of said three-year period (the "Termination Date") unless earlier terminated pursuant to Paragraph 6 below. 2. DUTIES. Beginning on the Commencement Date, Employee will be employed by the Company to perform the duties as interim President and Chief Executive Officer. During the term, Employee shall perform his duties and responsibilities under this Agreement on a full-time basis. During the term of this Agreement, Employee shall not be employed with any other entity. However, Employee may serve as a director of other entities and may provide services associated with his personal investments, provided such activities do not interfere with the performance of his duties under this Agreement. 3. COMPENSATION. During the Term of this Agreement, as compensation for Employee performing the Duties, the Company shall pay Employee the compensation, as set forth on Exhibit "A" which is attached hereto, incorporated herein and made a part hereof ("Compensation"). 4. TERMINATION OF EMPLOYMENT. The term of this Agreement is two (2) years; provided, however, that the Company may terminate this Agreement upon 30 days' written notice or upon the selection of a permanent President and Chief Executive Officer. {PAGE} 2 5. NON-COMPETITION. Simultaneously with his execution of this Agreement, Employee shall execute a Covenant Not to Compete Agreement with the Company, as set forth on Exhibit "B" which is attached hereto, incorporated herein and made a part hereof. 6. CONFIDENTIALITY/WAIVER OF INTEREST. Simultaneously with the execution of this Agreement, Employee shall execute a Confidentiality/Waiver of Interest Agreement with the Company, as set forth on Exhibit "C" which is attached hereto, incorporated herein and made a part hereof and which shall be effective from the date of execution. 7. NOTICES. Any notice provided for in this Agreement must be in writing and must be either personally delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below: {TABLE} {CAPTION} TO THE COMPANY: TO THE EMPLOYEE: {S} {C} BioDelivery Sciences International, Inc. Francis E. O'Donnell, MD Two Huntington Quadrangle 709 The Hamptons Lane Melville, New York 11747 Town & Country, MO 63017 {/TABLE} or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. 8. SEVERABILITY. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect; and (ii) any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or unenforceable portion thereof had not been included therein. 9. COMPLETE AGREEMENT. This Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between Employee and the Company regarding the employment of Employee. 10. COUNTERPARTS. This Agreement may be simultaneously executed in two counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. 11. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Missouri. 12. ATTORNEY'S FEES. In the event that either party to this Agreement shall be forced to retain the services of any attorney to enforce any of the provisions hereof, then the prevailing party in any ensuing litigation shall be entitled to recover from the non-prevailing party the prevailing party's reasonable attorney's fees, court costs or other expenses of litigation, whether incurred at trial or upon appeal. {PAGE} 3 13. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended, or waived by a writing duly authorized and executed by all parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. THE COMPANY: EMPLOYEE: BioDelivery Sciences International, Inc. By: /s/ James A. McNulty /s/ Francis E. O'Donnell --------------------------- -------------------------------- James A. McNulty Its CFO Francis E. O'Donnell {PAGE} 4 286050	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BIODELIVERY SCIENCES INTERNATIONAL, – {DOCUMENT} {TYPE}EX-10.15 {SEQUENCE}7 {FILENAME}y54446a4ex10-15.txt {DESCRIPTION}EMPLOYMENT AGREEMENT {TEXT} {PAGE} Exhibit 10.15 EMPLOYMENT AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 29th day of March, 2002, by and between BioDelivery _____________ BioDelivery Sciences International, – SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 29th day of March, 2002, by and between BioDelivery Sciences International, Inc., an Indiana corporation, (the "Company") and Francis E. O'Donnell, MD ("Employee"). R E C I T A L S: WHEREAS, _____________ BioDelivery Sciences International, – certified mail, return receipt required, to the recipient at the address indicated below: {TABLE} {CAPTION} TO THE COMPANY: TO THE EMPLOYEE: {S} {C} BioDelivery Sciences International, Inc. Francis E. O'Donnell, MD Two Huntington Quadrangle 709 The Hamptons Lane Melville, New York 11747 Town & Country, MO 63017 {/TABLE} _____________ BioDelivery Sciences International, – by all parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. THE COMPANY: EMPLOYEE: BioDelivery Sciences International, Inc. By: /s/ James A. McNulty /s/ Francis E. O'Donnell --------------------------- -------------------------------- James A. McNulty Its CFO Francis E. O'Donnell {PAGE} 4 _____________ BIODELIVERY SCIENCES INTERNATIONAL, – A. McNulty /s/ Francis E. O'Donnell --------------------------- -------------------------------- James A. McNulty Its CFO Francis E. O'Donnell {PAGE} 4 EXHIBIT "A" EMPLOYMENT AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND FRANCIS E. O'DONNELL, MD In accordance with Paragraph 3, Employee shall be paid the following Compensation payable as set _____________ dt 240885 ;	Francis E. O'Donnell
Preview Full Doc	2001	Employment Agreement Employment Agreement (25K) Doc #286077: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.3 {SEQUENCE}5 {FILENAME}g71300ex10-3.txt {DESCRIPTION}EMPLOYMENT AGREEMENT WITH IRVING BERSTEIN {TEXT} {PAGE} 1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this ___ day of _________ 2001, by and between BioDelivery Sciences International, Inc., an Indiana corporation, (the "Company") and Christopher Chapman, MD ("Employee"). RECITALS: WHEREAS, the Company is engaged in the business of developing and commercializing proprietary and patented cochleate delivery technology; WHEREAS, the Company wishes to enter into this Employment Agreement with Employee, to set forth and govern the terms, conditions and duties of employment of Employee with the Company; and WHEREAS, the Company and the Employee are desirous of setting forth in this definitive Employment Agreement their respective rights and obligations with respect to Employee's employment with the Company. NOW, THEREFORE, in consideration of the mutual promises in this Agreement and for additional good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the Company and the Employee agree as follows: 1. EMPLOYMENT AND TERM. On the terms and subject to the conditions of this Agreement, the Company agrees to employ the Employee and the Employee accepts such employment. This Agreement shall commence on the date hereof (the "Commencement Date") and shall continue in effect for a period of three years from the date hereof. This Agreement shall terminate at the end of said three-year period (the "Termination Date") unless earlier terminated pursuant to Paragraph 6 below. 2. DUTIES. Beginning on the Commencement Date, Employee will be employed by the Company to perform the duties, as specified from time to time by the Board of Directors and set forth on Exhibit "A" which is attached hereto, incorporated herein and made a part hereof ("Duties"). 3. COMPENSATION. During the Term of this Agreement, as compensation for Employee performing the Duties, the Company shall pay Employee the compensation, as set forth on Exhibit "B" which is attached hereto, incorporated herein and made a part hereof ("Compensation"). 4. TERMINATION OF EMPLOYMENT. Employee may terminate this Agreement upon 30 days' written notice. Further, upon determination by the Company's Board of Directors that the continuation of this Agreement is not in the Company's best interest, the Company may terminate this Agreement upon 30 days' written notice. {PAGE} 2 2 5. NON-COMPETITION. Simultaneously with his execution of this Agreement, Employee shall execute a Covenant Not to Compete Agreement with the Company, as set forth on Exhibit "C" which is attached hereto, incorporated herein and made a part hereof. 6. CONFIDENTIALITY/WAIVER OF INTEREST. Simultaneously with the execution of this Agreement, Employee shall execute a Confidentiality/Waiver of Interest Agreement with the Company, as set forth on Exhibit "D" which is attached hereto, incorporated herein and made a part hereof and which shall be effective from the date of execution. 7. NOTICES. Any notice provided for in this Agreement must be in writing and must be either personally delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below: TO THE COMPANY: TO THE EMPLOYEE: BioDelivery Sciences International, Inc. Christopher Chapman, MD Two Huntington Quadrangle Melville, New York 11747 or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. 8. SEVERABILITY. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect; and (ii) any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or unenforceable portion thereof had not been included therein. 9. COMPLETE AGREEMENT. This Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between Employee and the Company regarding the employment of Employee. 10. COUNTERPARTS. This Agreement may be simultaneously executed in two counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. 11. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Indiana. 12. ATTORNEY'S FEES. In the event that either party to this Agreement shall be forced to retain the services of any attorney to enforce any of the provisions hereof, then the prevailing party in any ensuing litigation shall be entitled to recover from the non-prevailing party the prevailing party's reasonable attorney's fees, court costs or other expenses of litigation, whether incurred at trial or upon appeal. {PAGE} 3 3 13. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended, or waived by a writing duly authorized and executed by all parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. THE COMPANY: EMPLOYEE: BioDelivery Sciences International, Inc. By: --------------------------------------- ----------------------------- Its Christopher Chapman, MD {PAGE} 4 EXHIBIT "A" 286077	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BIODELIVERY SCIENCES INTERNATIONAL, – EX-10.3 {SEQUENCE}5 {FILENAME}g71300ex10-3.txt {DESCRIPTION}EMPLOYMENT AGREEMENT WITH IRVING BERSTEIN {TEXT} {PAGE} 1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this ___ day of _________ 2001, by and between BioDelivery _____________ BioDelivery Sciences International, – SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this ___ day of _________ 2001, by and between BioDelivery Sciences International, Inc., an Indiana corporation, (the "Company") and Christopher Chapman, MD ("Employee"). RECITALS: WHEREAS, the Company is engaged in the business of developing _____________ BioDelivery Sciences International, – delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below: TO THE COMPANY: TO THE EMPLOYEE: BioDelivery Sciences International, Inc. Christopher Chapman, MD Two Huntington Quadrangle Melville, New York 11747 or such other address or to the attention of such other _____________ BioDelivery Sciences International, – by all parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. THE COMPANY: EMPLOYEE: BioDelivery Sciences International, Inc. By: --------------------------------------- ----------------------------- Its Christopher Chapman, MD {PAGE} 4 EXHIBIT "A" EMPLOYMENT AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND CHRISTOPHER CHAPMAN, MD In _____________ BIODELIVERY SCIENCES INTERNATIONAL, – year first above written. THE COMPANY: EMPLOYEE: BioDelivery Sciences International, Inc. By: --------------------------------------- ----------------------------- Its Christopher Chapman, MD {PAGE} 4 EXHIBIT "A" EMPLOYMENT AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND CHRISTOPHER CHAPMAN, MD In accordance with Paragraph 2, Employee shall perform the following duties: All duties assigned by the Board _____________ dt 240905 ;	Christopher Chapman
Preview Full Doc	2001	Employment Agreement Employment Agreement (25K) Doc #286078: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.4 {SEQUENCE}6 {FILENAME}g71300ex10-4.txt {DESCRIPTION}EMPLOYMENT AGREEMENT WITH JAMES N. MCNULTY {TEXT} {PAGE} 1 Exhibit 10.4 EMPLOYMENT AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 1st day of March 2001, by and between BioDelivery Sciences International, Inc., an Indiana corporation, (the "Company") and James McNulty ("Employee"). RECITALS: WHEREAS, the Company is engaged in the business of developing and commercializing proprietary and patented cochleate delivery technology; WHEREAS, the Company wishes to enter into this Employment Agreement with Employee, to set forth and govern the terms, conditions and duties of employment of Employee with the Company, and WHEREAS, the Company and the Employee are desirous of setting forth in this definitive Employment Agreement their respective rights and obligations with respect to Employee's employment with the Company. NOW, THEREFORE, in consideration of the mutual promises in this Agreement and for additional good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the Company and the Employee agree as follows: 1. EMPLOYMENT AND TERM. On the terms and subject to the conditions of this Agreement, the Company agrees to employ the Employee and the Employee accepts such employment. This Agreement shall commence on the date hereof (the "Commencement Date") and shall continue in effect for a period of three years from the date hereof. This Agreement shall terminate at the end of said three-year period (the "Termination Date") unless earlier terminated pursuant to Paragraph 6 below. 2. DUTIES. Beginning on the Commencement Date, Employee will be employed by the Company to perform the duties, as specified from time to time by the Board of Directors and set forth on Exhibit "A" which is attached hereto, incorporated herein and made a part hereof ("Duties"). 3. COMPENSATION. During the Term of this Agreement, as compensation for Employee performing the Duties, the Company shall pay Employee the compensation, as set forth on Exhibit "B" which is attached hereto, incorporated herein and made a part hereof ("Compensation"). 4. TERMINATION OF EMPLOYMENT. Employee may terminate this Agreement upon 30 days' written notice. Further, upon determination by the Company's Board of Directors that the continuation of this Agreement is not in the Company's best interest, the Company may terminate this Agreement upon 30 days' written notice. {PAGE} 2 2 5. NON-COMPETITION. Simultaneously with his execution of this Agreement, Employee shall execute a Covenant Not to Compete Agreement with the Company, as set forth as Exhibit "C" which is attached hereto, incorporated herein and made a part thereof. 6. CONFIDENTIALITY/WAIVER OF INTEREST. Simultaneously with the execution of this Agreement, Employee shall execute a Confidentiality/Waiver of Interest Agreement with the Company, as set forth on Exhibit "D" which is attached hereto, incorporated herein and made a part hereof and which shall be effective from the date of execution. 7. NOTICES. Any notice provided for in this Agreement must be in writing and must be either personally delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below: TO THE COMPANY: TO THE EMPLOYEE: BioDelivery Sciences International, Inc. James McNulty Two Huntington Quadrangle 4419 W. Sevilla Melville, New York 11747 Tampa, Florida 33629 or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. 8. SEVERABILITY. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect, and (ii) any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or unenforceable portion thereof had not been included herein. 9. COMPLETE AGREEMENT. This Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between Employee and the Company regarding the employment of Employee. 10. COUNTERPARTS. This Agreement may be simultaneously executed in two counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. 11. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Indiana. 12. ATTORNEY'S FEES. In the event that either party to this Agreement shall be forced to retain the services of any attorney to enforce any of the provisions hereof, then the prevailing party in any ensuing litigation shall be entitled to recover from the non-prevailing party the prevailing party's reasonable attorney's fees, court costs or other expenses of litigation, whether incurred at trial or upon appeal. {PAGE} 3 3 13. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended, or waived by a writing duly authorized and executed by all parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. THE COMPANY: EMPLOYEE BioDelivery Sciences International, Inc. By: /s/ illegible signature /s/ James McNulty ------------------------------------- ------------------------- Its Chairman & CEO James McNulty {PAGE} 4 EXHIBIT "A" EMPLOYMENT AGREEMENT BETWEEN 286078	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BIODELIVERY SCIENCES INTERNATIONAL, – 10.4 {SEQUENCE}6 {FILENAME}g71300ex10-4.txt {DESCRIPTION}EMPLOYMENT AGREEMENT WITH JAMES N. MCNULTY {TEXT} {PAGE} 1 Exhibit 10.4 EMPLOYMENT AGREEMENT BIODELIVERY SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 1st day of March 2001, by and between BioDelivery _____________ BioDelivery Sciences International, – SCIENCES INTERNATIONAL, INC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 1st day of March 2001, by and between BioDelivery Sciences International, Inc., an Indiana corporation, (the "Company") and James McNulty ("Employee"). RECITALS: WHEREAS, the Company is engaged in the business of developing and _____________ BioDelivery Sciences International, – delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below: TO THE COMPANY: TO THE EMPLOYEE: BioDelivery Sciences International, Inc. James McNulty Two Huntington Quadrangle 4419 W. Sevilla Melville, New York 11747 Tampa, Florida 33629 or such other address or to _____________ BioDelivery Sciences International, – by all parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. THE COMPANY: EMPLOYEE BioDelivery Sciences International, Inc. By: /s/ illegible signature /s/ James McNulty ------------------------------------- ------------------------- Its Chairman & CEO James McNulty {PAGE} 4 EXHIBIT "A" EMPLOYMENT AGREEMENT BETWEEN BIODELIVERY SCIENCES _____________ BIODELIVERY SCIENCES INTERNATIONAL, – BioDelivery Sciences International, Inc. By: /s/ illegible signature /s/ James McNulty ------------------------------------- ------------------------- Its Chairman & CEO James McNulty {PAGE} 4 EXHIBIT "A" EMPLOYMENT AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND JAMES MCNULTY In accordance with Paragraph 2, Employee shall perform the following duties: All duties assigned by the Board of _____________ dt 240906 ;	James McNulty
Preview Full Doc	2006	Employment Agreement Employment Agreement (38K) Doc #1028134: Click preview link for longer preview. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ï¿½Agreementï¿½) is entered into effective as of December 2, 2005 by and between Mark W. Salyer (ï¿½Employeeï¿½) and BioDelivery Sciences International, Inc. (the ï¿½Companyï¿½). WHEREAS, the Company and Employee are willing to commence an employment relationship, on the terms, conditions and covenants set forth in this Agreement. NOW, THEREFORE, in consideration of Employeeï¿½s commencement of employment with the Company, the mutual agreements and covenants contained herein and other good and valuable consideration, receipt of which Employee and the . . . 1028134	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BioDelivery Sciences International, Inc – htm EMPLOYMENT AGREEMENT Exhibit 10.82 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the Agreement) is entered into effective as of December 2, 2005 by and between Mark W. Salyer (Employee) and BioDelivery Sciences International, Inc . (the Company). WHEREAS, the Company and Employee are willing to commence an employment relationship, on the terms, conditions and covenants set forth in this Agreement. NOW, THEREFORE, in consideration _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – have been designated by written notice by such party to the other party. 7 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Mark A. Sirgo Name: Mark A. Sirgo Title: President and CEO /s/ Mark W. Salyer Mark W. Salyer [Signature Page to Employment Agreement] 8 Exhibit A Form _____________ BioDelivery Sciences International, Inc – Property Agreement CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT This CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT (this Agreement) is entered into effective for all purposes as of [ ], 200 by (Employee) in favor of BioDelivery Sciences International, Inc ., a Delaware corporation (the Company). In consideration and as a condition of Employee providing services to the Company pursuant to that certain Employment Agreement, dated as of the date _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – rules thereof which might direct the application of the substantive laws of another state. EXECUTED as of the date set forth below. [ ] Witness Print Name: Dated: , 200 Accepted and Agreed: BIODELIVERY SCIENCES INTERNATIONAL, INC . By: Name: Title: EXHIBIT A TO CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT PRIOR INVENTIONS WITHIN THE SCOPE OF ASSIGNMENT The following is a complete list of all inventions or improvements _____________ dt 1410031
Preview Full Doc	2004	Employment Agreement Employment Agreement (41K) Doc #1028229: Click preview link for longer preview. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ï¿½Agreementï¿½) is entered into effective as of August 24, 2004 by and between Mark A. Sirgo (ï¿½Employeeï¿½) and BioDelivery Sciences International, Inc. (the ï¿½Companyï¿½). As used in Sections 5 through 14 hereof, the term ï¿½Companyï¿½ includes BioDelivery Sciences International, Inc. and its subsidiaries, including Arius (as defined below). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; WHEREAS, as of the date hereof, the Company has acquired Arius . . . 1028229	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BioDelivery Sciences International, Inc – MARK A. SIRGO Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the Agreement) is entered into effective as of August 24, 2004 by and between Mark A. Sirgo (Employee) and BioDelivery Sciences International, Inc . (the Company). As used in Sections 5 through 14 hereof, the term Company includes BioDelivery Sciences International, Inc. and its subsidiaries, including Arius (as defined below). WHEREAS, the Company _____________ BioDelivery Sciences International, Inc – of August 24, 2004 by and between Mark A. Sirgo (Employee) and BioDelivery Sciences International, Inc. (the Company). As used in Sections 5 through 14 hereof, the term Company includes BioDelivery Sciences International, Inc . and its subsidiaries, including Arius (as defined below). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; WHEREAS, as of the date hereof, _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – designated by written notice by such party to the other party. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Francis E. ODonnell, Jr. Name: Francis E. ODonnell, Jr. Title: President and CEO /s/ Mark A. Sirgo Mark A. Sirgo [Signature Page to Employment Agreement] 9 Exhibit _____________ BioDelivery Sciences International, Inc – Property Agreement CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT This CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT (this Agreement) is entered into effective for all purposes as of [ ], 2004 by (Employee) in favor of BioDelivery Sciences International, Inc ., a Delaware corporation (the Company). As used herein, the term Company includes BioDelivery Sciences International, Inc. and its subsidiaries, including Arius Pharmaceuticals, Inc. In consideration and as a condition _____________ BioDelivery Sciences International, Inc – entered into effective for all purposes as of [ ], 2004 by (Employee) in favor of BioDelivery Sciences International, Inc., a Delaware corporation (the Company). As used herein, the term Company includes BioDelivery Sciences International, Inc . and its subsidiaries, including Arius Pharmaceuticals, Inc. In consideration and as a condition of Employee providing services to the Company pursuant to that certain Employment Agreement, dated as of _____________ dt 1410042
Preview Full Doc	2004	Employment Agreement Employment Agreement (41K) Doc #1028231: Click preview link for longer preview. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ï¿½Agreementï¿½) is entered into effective as of August 24, 2004 by and between Andrew L. Finn (ï¿½Employeeï¿½) and BioDelivery Sciences International, Inc. (the ï¿½Companyï¿½). As used in Sections 5 through 14 hereof, the term ï¿½Companyï¿½ includes BioDelivery Sciences International, Inc. and its subsidiaries, including Arius (as defined below). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; WHEREAS, as of the date hereof, the Company has acquired Arius . . . 1028231	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BioDelivery Sciences International, Inc – ANDREW L. FINN Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the Agreement) is entered into effective as of August 24, 2004 by and between Andrew L. Finn (Employee) and BioDelivery Sciences International, Inc . (the Company). As used in Sections 5 through 14 hereof, the term Company includes BioDelivery Sciences International, Inc. and its subsidiaries, including Arius (as defined below). WHEREAS, the Company _____________ BioDelivery Sciences International, Inc – of August 24, 2004 by and between Andrew L. Finn (Employee) and BioDelivery Sciences International, Inc. (the Company). As used in Sections 5 through 14 hereof, the term Company includes BioDelivery Sciences International, Inc . and its subsidiaries, including Arius (as defined below). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; WHEREAS, as of the date hereof, _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – by written notice by such party to the other party. [Signature Page Follows] 9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first forth above. BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Francis E. ODonnell, Jr. Name: Francis E. ODonnell, Jr. Title: President and CEO /s/ Mark A. Sirgo Mark A. Sirgo [Signature Page to Employment Agreement] 10 Exhibit _____________ BioDelivery Sciences International, Inc – Property Agreement CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT This CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT (this Agreement) is entered into effective for all purposes as of [ ], 2004 by (Employee) in favor of BioDelivery Sciences International, Inc ., a Delaware corporation (the Company). As used herein, the term Company includes BioDelivery Sciences International, Inc. and its subsidiaries, including Arius Pharmaceuticals, Inc. In consideration and as a condition _____________ BioDelivery Sciences International, Inc – entered into effective for all purposes as of [ ], 2004 by (Employee) in favor of BioDelivery Sciences International, Inc., a Delaware corporation (the Company). As used herein, the term Company includes BioDelivery Sciences International, Inc . and its subsidiaries, including Arius Pharmaceuticals, Inc. In consideration and as a condition of Employee providing services to the Company pursuant to that certain Employment Agreement, dated as of _____________ dt 1410043
Preview Full Doc	2004	Employment Agreement Employment Agreement (33K) Doc #1263716: Click preview link for longer preview. Biovest International, Inc. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (ï¿½Agreementï¿½) is made and entered into as of this 1^st day of November, 2003, by and between Biovest International, Inc. (the ï¿½Companyï¿½) and Samuel S. Duffey (ï¿½Employeeï¿½). R E C I T A L S: WHEREAS, the Company is a biotechnology company that develops, manufactures and markets cell culture systems and is the holder of a Cooperative Research and Development Agreement with the National Cancer Institute for the commercialization of a personalized biologic cancer vaccine for . . . 1263716	BioDelivery BioDelivery Sciences International Inc. As referenced in this Employment Agreement: BIODELIVERY SCIENCES INTERNATIONAL, INC – Dated: /s/ Samuel S. Duffey Witness Samuel S. Duffey Accepted and Agreed: Biovest International, Inc. By: /s/ F. E. ODonnell Name: F. E. ODonnell Title: Chairman EXHIBIT A PRIOR INVENTIONS BIODELIVERY SCIENCES INTERNATIONAL, INC . (the Company) Gentlemen: The following is a complete list of all inventions or improvements, patented or unpatented, that have been made or conceived or first reduced to practice by _____________ dt 1410045 ;	Biovest International Biovest International Inc
Preview Full Doc	2003	Evaluation Agreement and Option to License Evaluation Agreement and Option to License (22K) Doc #171150: Click preview link for longer preview. Evaluation Agreement and Option to License ------------------------------------------ This Evaluation Agreement and Option to License (the "Agreement") is made and entered into as of September 5, 2002 (the "effective Date"), by and between BioDelivery Sciences International, Inc., with a business address at Adm. Bldg. #4, 185 S. Orange Ave., Newark, New Jersey 07103, USA ("BDSI') and ****************, with a principal place of business at *************. WHEREAS: 1. BDSI is licensed under United States and foreign federal and state laws to make, use, and/or sell certain inventions described in United States Patent Numbers 4,663,161; 4,871,488; 5,643,574; 5,834,015; 5,840,707; 5,994,318; 6,153,217; and other U.S. and foreign counterparts, continuation, continuation-in-part, and divisional applications; 2. BDSI commercializes these inventions using products bearing the trademark BIORAL(TM); 3. BDSI desires to provide ** with the raw materials and the know how to make Cochleate Vehicle Preparations (CVPs) as described in the aforementioned patents and patent applications; and 4. *, represented by ********, desires to manufacture CVPs and to perform studies on the efficacy of CVPs as delivery vehicles for process-sensitive ingredients in companion animal foods, and to evaluate the potential for licensing or sub-licensing from BDSI the right to use CVPs in companion animal foods; NOW, THEREFORE, for and in consideration of the premises, the parties hereto hereby agree as follows; 1. Definitions 1.1 "CVPs" shall mean cochleate preparations prepared according to methods described in U.S. Patent Numbers 4,663,161; 4,871,488; 5,643,574; 5,834,015; 5,840,707; 5,994,318; 6,153,217 and their U.S. and foreign counterparts, continuation, continuation-in-part, and divisional applications; containing process-sensitive ingredients for companion animal food use, with know-how provided by BDSI. 1.2 "Confidential Information" shall mean information disclosed by either 171150	BioDelivery BioDelivery Sciences International Inc. As referenced in this Evaluation Agreement and Option to License: BioDelivery Sciences International, – Agreement and Option to License (the "Agreement") is made and entered into as of September 5, 2002 (the "effective Date"), by and between BioDelivery Sciences International, Inc., with a business address at Adm. Bldg. #4, 185 S. Orange Ave., Newark, New Jersey 07103, USA ("BDSI') and ****************, with a _____________ BIODELIVERY SCIENCES INTERNATIONAL, – are denoted with "*". IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the effective Date by their Authorized representatives. BIODELIVERY SCIENCES INTERNATIONAL, INC. /s/ Frank O'Donnell ___________________________ Date:_______ Frank O'Donnell, M.D. * ___________________________ Date:_______ * ___________________________ Date:_______ *** 8 {/TEXT} {/DOCUMENT} _____________ dt 208602
Preview Full Doc	2003	Evaluation Agreement and Option to License Evaluation Agreement and Option to License (22K) Doc #171163: Click preview link for longer preview. Evaluation Agreement and Option to License ------------------------------------------ This Evaluation Agreement and Option to License (the "Agreement") is made and entered into as of September 5, 2002 (the "effective Date"), by and between BioDelivery Sciences International, Inc., with a business address at Adm. Bldg. #4, 185 S. Orange Ave., Newark, New Jersey 07103, USA ("BDSI') and ****************, with a principal place of business at *************. WHEREAS: 1. BDSI is licensed under United States and foreign federal and state laws to make, use, and/or sell certain inventions described in United States Patent Numbers 4,663,161; 4,871,488; 5,643,574; 5,834,015; 5,840,707; 5,994,318; 6,153,217; and other U.S. and foreign counterparts, continuation, continuation-in-part, and divisional applications; 2. BDSI commercializes these inventions using products bearing the trademark BIORAL(TM); 3. BDSI desires to provide ** with the raw materials and the know how to make Cochleate Vehicle Preparations (CVPs) as described in the aforementioned patents and patent applications; and 4. *, represented by ********, desires to manufacture CVPs and to perform studies on the efficacy of CVPs as delivery vehicles for process-sensitive ingredients in companion animal foods, and to evaluate the potential for licensing or sub-licensing from BDSI the right to use CVPs in companion animal foods; NOW, THEREFORE, for and in consideration of the premises, the parties hereto hereby agree as follows; 1. Definitions 1.1 "CVPs" shall mean cochleate preparations prepared according to methods described in U.S. Patent Numbers 4,663,161; 4,871,488; 5,643,574; 5,834,015; 5,840,707; 5,994,318; 6,153,217 and their U.S. and foreign counterparts, continuation, continuation-in-part, and divisional applications; containing process-sensitive ingredients for companion animal food use, with know-how provided by BDSI. 1.2 "Confidential Information" shall mean information disclosed by either 171163	BioDelivery BioDelivery Sciences International Inc. As referenced in this Evaluation Agreement and Option to License: BioDelivery Sciences International, – Agreement and Option to License (the "Agreement") is made and entered into as of September 5, 2002 (the "effective Date"), by and between BioDelivery Sciences International, Inc., with a business address at Adm. Bldg. #4, 185 S. Orange Ave., Newark, New Jersey 07103, USA ("BDSI') and ****************, with a _____________ BIODELIVERY SCIENCES INTERNATIONAL, – are denoted with "*". IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the effective Date by their Authorized representatives. BIODELIVERY SCIENCES INTERNATIONAL, INC. /s/ Frank O'Donnell ___________________________ Date:_______ Frank O'Donnell, M.D. * ___________________________ Date:_______ * ___________________________ Date:_______ *** 8 {/TEXT} {/DOCUMENT} _____________ dt 208609 ;	Bioral Nutrient Delivery LLC
Preview Full Doc	2004	Evaluation Agreement and Option to License Evaluation Agreement and Option to License (22K) Doc #1363266: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF --------------------------------------- DENOTED WITH "***" ------------------ Evaluation Agreement and Option to License ------------------------------------------ This Evaluation Agreement and Option to License (the "Agreement") is made and entered into as of September 5, . . . 1363266	BioDelivery BioDelivery Sciences International Inc. As referenced in this Evaluation Agreement and Option to License: BioDelivery Sciences International, Inc – Agreement and Option to License ------------------------------------------ This Evaluation Agreement and Option to License (the "Agreement") is made and entered into as of September 5, 2002 (the "effective Date"), by and between BioDelivery Sciences International, Inc ., with a business address at Adm. Bldg. #4, 185 S. Orange Ave., Newark, New Jersey 07103, USA ("BDSI') and ****************, with a principal place of business at *************. WHEREAS: 1. BDSI _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – for which confidential treatment are being requested are denoted with "*". IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the effective Date by their Authorized representatives. BIODELIVERY SCIENCES INTERNATIONAL, INC . /s/ Frank O'Donnell ___________________________ Date: February 12, 2004 Frank O'Donnell, M.D. * ___________________________ Date: February 12, 2004 * ___________________________ Date: February 12, 2004 *** 8 </TEXT> </ _____________ dt 1410047 ;	Bioral Nutrient Delivery Bioral Nutrient Delivery LLC
Preview Full Doc	2003	Evaluation Agreement and Option to License Evaluation Agreement and Option to License (23K) Doc #1363288: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF --------------------------------------- DENOTED WITH "***" ------------------ Evaluation Agreement and Option to License ------------------------------------------ This Evaluation Agreement and Option to License (the "Agreement") is made and entered into as of September 5, . . . 1363288	BioDelivery BioDelivery Sciences International Inc. As referenced in this Evaluation Agreement and Option to License: BioDelivery Sciences International, Inc – Agreement and Option to License ------------------------------------------ This Evaluation Agreement and Option to License (the "Agreement") is made and entered into as of September 5, 2002 (the "effective Date"), by and between BioDelivery Sciences International, Inc ., with a business address at Adm. Bldg. #4, 185 S. Orange Ave., Newark, New Jersey 07103, USA ("BDSI') and ****************, with a principal place of business at *************. WHEREAS: 1. BDSI _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – for which confidential treatment are being requested are denoted with "*". IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the effective Date by their Authorized representatives. BIODELIVERY SCIENCES INTERNATIONAL, INC . /s/ Frank O'Donnell ___________________________ Date:_______ Frank O'Donnell, M.D. * ___________________________ Date:_______ * ___________________________ Date:_______ *** 8 </TEXT> </DOCUMENT> _____________ dt 1410049 ;	Bioral Nutrient Delivery Bioral Nutrient Delivery LLC
Preview Full Doc	2001	Exclusive License Agreement Exclusive License Agreement (56K) Doc #286083: Click preview link for longer preview. EXCLUSIVE LICENSE AGREEMENT This Agreement, effective as of July 1, 1996, (the Effective Date), is made by and between Lederle-Praxis Biologicals, a division of American Cyanamid Company, (hereinafter together with its parent company - American Home Products Corporation, a corporation of Delaware, having offices at Five Giralda Farms, Madison, New Jersey, 07940 - referred to as "Cyanamid") and BioDelivery Sciences Inc., a Delaware corporation, having a place of Business at 42 Buckman Drive, Lexington, Massachusetts 02173 (hereinafter referred to as "BDS"). W I T N E S S E T H: WHEREAS, BDS has rights to technology relating to cochleates, liposomes and proteoliposomes which will elicit an antigen specific immune response in humans and which are used in the formulation of human vaccines and has rights to patent applications and patents related to said technology; and WHEREAS, Cyanamid wishes to obtain an exclusive license in and to the BDS Technology in the Field as hereinafter defined, and BDS is willing to grant such a license to Cyanamid; NOW, THEREFORE, it is hereby agreed as follows: 1. Definitions 1.1 "Affiliate" means any corporation or business entity controlled by, controlling or under common control with Cyanamid. For this purpose, "control" shall mean direct or indirect beneficial ownership of forty percent (40%) or more of the voting stock of, or a forty percent (40%) or greater interest in the income of, such corporation or other business entity, or such other relationship as, in fact, constitutes active control. -1- {PAGE} 2 1.2 "BDS Technology" shall include, without limitation, all inventions, developments, improvements, or know-how relating to cochleates, liposomes and proteoliposomes, owned, controlled or licensed to BDS prior to the Effective Date of this Agreement, and shall include the patent application and patents listed in Appendix I, and all technical information owned, controlled, or licensed to BDS prior to the Effective Date of this Agreement which relates to cochleates, liposomes and proteoliposomes. 1.3 "Licensed Patents" shall mean: (a) all patents and patent applications relating to BDS Technology and shall include any patents issuing on any such application and any extensions, reissues, divisions, continuations, continuation-in-part applications or patents of addition and any other form of patent coverage relating to BDS Technology; (b) all patents and patent applications which BDS has or obtains the legal cochleates, liposomes and proteoliposomes filed during Research Support and two years thereafter; and (c) all patents and patent applications directed to any inventions or discoveries made or discovered by BDS during Research Support and two years thereafter. 1.4 "Licensed Information" shall mean: (a) all know-how and technical information relating to cochleates, liposomes, and proteoliposomes included in BDS Technology; (b) all know-how and technical information, which is not the subject of a patent or patent application relating to cochleates, liposomes and proteoliposomes developed or acquired by BDS during the term of this Agreement and shall include all formulations, uses, clinical data, manufacturing data, biological materials, toxicity data and safety data, and any information, solely to the extent as may be possessed by BDS, -2- {PAGE} 3 which may be necessary to obtain governmental approval to utilize such cochleates, liposomes and proteoliposomes in human vaccines; and (c) all know-how and technical information, which is not the subject of a patent or patent application, relating to any inventions or discoveries made or discovered by BDS during Research Support and two years thereafter. 1.5 "Field" means vaccines designed to induce (not limited to type of immune modulation) an antigen(s) specific immune response in humans; including vaccines to prevent or treat allergies (Type I hypersensitivity reaction), but not including vaccines to treat autoimmunity nor vaccines made from patient specific antigen(s) for patient specific therapy. 1.6 "Territory" means worldwide. 1.7 "Net Sales" means the actual gross selling price as billed by Cyanamid for Licensed Products less the following sums actually paid or credited by Cyanamid: (a) trade, quantity or cash discounts or commissions allowed in amounts customary in the trade; (b) any tax, excise or other governmental charge upon or measured by the production, sale, transportation, delivery or use and duties imposed on the import of Licensed Products included in such amount; (c) outbound transportation charges prepaid or allowed on the cost of shipping to customers and separately invoiced, if any; (d) credits or allowances, if given or made for Licensed Products, price adjustments, returns, rejections, recalls, or destructions (voluntarily made by or requested or made by an appropriate government agency, subdivision or department) of Licensed Products previously delivered. (e) Insurance premiums paid by Cyanamid to the U.S. Government or an Instrumentality thereof under 42 U.S.C. 300 aa-1 et seq. insuring against liability arising out of Cyanamid's manufacture, use or sale of Licensed Products; (f) Reserves reasonably set aside by Cyanamid on an off-balance sheet basis as a self insurance fund insuring against liability arising out of manufacture, use or sale of Licensed Products. 286083	BioDelivery BioDelivery Sciences International Inc. ; BioDelivery BioDelivery Sciences, Inc. As referenced in this Exclusive License Agreement: BioDelivery Sciences Inc – American Home Products Corporation, a corporation of Delaware, having offices at Five Giralda Farms, Madison, New Jersey, 07940 - referred to as "Cyanamid") and BioDelivery Sciences Inc ., a Delaware corporation, having a place of Business at 42 Buckman Drive, Lexington, Massachusetts 02173 (hereinafter referred to as "BDS"). W I _____________ BioDelivery Sciences, Inc – copy to: American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 Attn: Associate General Counsel, Patents and Trademarks If to BDS: BioDelivery Sciences, Inc . 42 Buckman Drive Lexington, Massachusetts 02173 Attn.: Dr. Irving Berstein 18. No Waiver 18.1 The waiver of any breach of this _____________ BioDelivery Sciences, Inc – IN WITNESS WHEREOF, the parties have acknowledged their consent to this Agreement by executing it as of the day and year above written. BioDelivery Sciences, Inc . Lederle-Praxis Biologicals Division American Cyanamid Company By: IRVING A. BERSTEIN By: ROBERT ESSNER ------------------------ -------------------------------- CHAIRMAN Name: IRVING A. BERSTEIN Name: ROBERT ESSNER ---------------------- ------------------------------ _____________ dt 213925 ;	Wyeth Wyeth As referenced in this Exclusive License Agreement: Wyeth- – to the receiving party at its respective address as follows: If to Cyanamid: Lederle-Praxis Biologicals Division of American Cyanamid Company c/o Wyeth- Lederle Vaccines and Pediatrics 280 King of Prussia Road Radnor, Pennsylvania 19087 Attn: President -23- {PAGE} 24 with a copy to: American Home _____________ dt 227076
Preview Full Doc	2002	Executive Employment Agreement Executive Employment Agreement (27K) Doc #286029: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}bdsi10qsbsept2002ex10-1.txt {TEXT} EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made this 1st day of September, 2002 by and between Raphael J. Mannino, Ph.D. ("Dr. Mannino") and BioDelivery Sciences International, Inc. (the "Company"). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; and WHEREAS, the Company and Dr. Mannino are willing to continue the employment relationship, on the terms, conditions and covenants set forth in this Agreement; NOW, THEREFORE, in consideration of Dr. Mannino's continued employment with the Company and other good and valuable consideration, receipt of which Dr. Mannino and the Company hereby acknowledge, Dr. Mannino and the Company agree, as follows: 1. Position. Dr. Mannino agrees to continue his employment as Executive -------- Vice President, Chief Scientific Officer, and Director of Research and Development of the Company. He further agrees to perform the job duties and to carry out the responsibilities of that position, as determined by the President from time to time. Dr. Mannino's reporting responsibilities are shown in Exhibit A, the Company's organizational chart. 2. Dr. Mannino's Effort. Dr. Mannino agrees to devote his full working time -------------------- and best efforts, skill and attention to his position and to the business and interests of the Company. 3. Salary. The Company shall pay Dr. Mannino compensation for services ------ rendered in the amount of Two Hundred and Ten Thousand Dollars ($210,000) per annum payable on a biweekly basis. Further, the Company, from time to time, shall pay Dr. Mannino such bonuses, additional compensation or other benefits as may be determined by the Executive Compensation Committee of the Board of Directors. Any changes in Dr. Mannino's duties or compensation, shall not in any way affect the promises of Dr. Mannino as set forth in this Agreement. Furthermore, Dr. Mannino shall be reimbursed for expenses properly documented as per the Company's policy. 4. Termination. This Agreement and the status and obligations of Dr. ----------- Mannino thereunder as an employee of the Company (except for the provisions of paragraph 5 through 9 inclusive, 11 through 14 inclusive) shall cease and terminate effective upon the close of business September 1st, 2005 unless further extended by the parties hereto in writing; provided, that upon such date said termination shall not affect all rights that Dr. Mannino may have pursuant to any of the Company's retirement plans, supplementary retirement plans, profit sharing and savings 20 {PAGE} plans, healthcare, 401 (k) any other employee benefit plans sponsored by the Company, which, in accordance with its terms, is applicable to Dr. Mannino. 4.1 Death or Disability. This Agreement shall automatically ------------------- terminate upon the death of Dr. Mannino and all of his rights hereunder, including the rights to receive compensation and benefits, except as otherwise required by law, shall terminate. The Company may, at its option, terminate this Agreement in the event that Dr. Mannino shall be physically or mentally incapacitated which shall make him unable to perform the duties assigned to him for more than ninety (90) days in any one hundred eighty (180) day period. In the event of a dispute as to whether Dr. Mannino is physically or mentally unable to perform his duties hereunder, the Company shall select an impartial physician to make a determination as to Dr. Mannino's incapacity, if any. Dr. Mannino agrees to submit to appropriate medical examinations for the purposes of such determination. Such termination shall not affect Dr. Mannino's rights and obligations under paragraphs 5 through 9 inclusive, 11 through 14 inclusive, all of which shall survive the early termination or expiration of this Agreement. 4.2 The Company's Right to Terminate with Notice. The Company -------------------------------------------- may terminate this Agreement upon twelve months prior notice to Dr. Mannino. In case of termination under this section, the Company may elect to pay Dr. Mannino a base rate of $210,000 for the notice period in lieu of permitting him to continue working. Aside from payment as herein provided, the Company shall have no further obligations to Dr. Mannino following termination. The period during which Dr. Mannino shall not compete with the Company in the event of termination under this section shall be shortened from three (3) years to one (1) year from date of termination. 4.3 Termination for Cause. Notwithstanding the immediately ---------------------- preceding paragraph or anything elsewhere herein contained to the contrary, the Company may terminate this Agreement and all of its obligations to Dr. Mannino, provided that written notice of termination allows 60 days for Dr. Mannino to correct the action for cause, in the event that: (i) Dr. Mannino breaches any term of this Agreement; (ii) if Dr. Mannino is convicted of or enters a no contest plead to any felony or crime involving moral turpitude, or if he pleads guilty to a lesser included offence or crime in exchange for withdrawal of a felony indictment, felony charge by information, or is charged with a crime involving moral turpitude, whether the charge arises under the laws of the United States or any other state therein; (iii) Dr. Mannino fails to perform the duties and obligations assigned him by the Board of Directors or Chief Executive Officer of the Company and for which duties the Company has provided reasonable staffing support; (iv) the Company reasonably suspects that he has engaged in illegal drug or substance use or abuse; (v) he wrongfully appropriates for personal use or benefit any property or money of the Company entrusted to him by the Company; (vi) he disregards any legal directions of the Chief Executive Officer or the Board of Directors of the Company; (vii) he materially violates Company policies or procedures; (viii) he takes any actions 21 {PAGE} that might damage the reputation of the Company or its ability to receive approvals of its drug delivery systems from the Food and Drug Adminstration (excluding, however, actions protected by "whistleblower" legislation); or (ix) Dr. Mannino resigns his employment. In the event of termination for any of the reasons set forth herein Dr. Mannino shall be bound by all of the terms of this Agreement that survive termination. 5. Confidentiality. Dr. Mannino shall keep confidential for a period of --------------- three years for patented technology and five years for patent-pending technology, except as the Company may otherwise consent in writing, and not disclose, or make any use of except for the benefit of the Company, at any time either during or subsequent to Dr. Mannino's performance of services for the Company, any trade secrets, knowledge, data or other information of the Company relating to products, processes, know how, technical data, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, and product pricing strategies or other subject matter pertaining to any business of the Company or any of its clients, customers, consultants, licensees or 286029	BioDelivery BioDelivery Sciences International Inc. As referenced in this Executive Employment Agreement: BioDelivery Sciences International, – Employment Agreement (the "Agreement") is made this 1st day of September, 2002 by and between Raphael J. Mannino, Ph.D. ("Dr. Mannino") and BioDelivery Sciences International, Inc. (the "Company"). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; and WHEREAS, the Company _____________ BIODELIVERY SCIENCES INTERNATIONAL, – written notice by such party to the other party. 27 {PAGE} EXECUTED as of the date set forth below. Dated: September 1, 2002 ----------------- BIODELIVERY SCIENCES INTERNATIONAL, INC. By: /s/ Francis E. O'Donnell, Jr. -------------------------------------- Name: Francis E. O'Donnell, Jr. Title: President, CEO /s/ Raphael J. Mannino ----------------------------------- Dr. _____________ BIODELIVERY SCIENCES INTERNATIONAL, – Raphael J. Mannino ----------------------------------- Dr. Raphael J. Mannino, Ph.D. 28 {PAGE} EXHIBIT A ORGANIZATIONAL CHART [GRAPHIC OMITTED] 29 {PAGE} EXHIBIT B --------- PRIOR INVENTIONS BIODELIVERY SCIENCES INTERNATIONAL, INC. (the "Company") Gentlemen: The following is a complete list of all inventions or improvements patented or, unpatented, that have been made _____________ dt 240874 ;	Raphael J. Mannino
Preview Full Doc	2002	Executive Employment Agreement Executive Employment Agreement (26K) Doc #286030: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}4 {FILENAME}bdsi10qsbsept2002ex10-2.txt {TEXT} EXHIBIT 10.2 ------------ EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made this 31 day of August, 2002 by and between Susan Gould-Fogerite, Ph.D. ("Dr. Gould-Fogerite") and BioDelivery Sciences International, Inc. (the "Company"). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; and WHEREAS, the Company and Dr. Gould-Fogerite are willing to continue the employment relationship, on the terms, conditions and covenants set forth in this Agreement; NOW, THEREFORE, in consideration of Dr. Gould-Fogerite's continued employment with the Company and other good and valuable consideration, receipt of which Dr. Gould-Fogerite and the Company hereby acknowledge, Dr. Gould-Fogerite and the Company agree, as follows: 1. Position. Dr. Gould-Fogerite agrees to her employment as Vice President -------- and Director of Innovations and Discovery. She further agrees to perform the job duties and to carry out the responsibilities of that position, as determined by the Chief Executive Officer from time to time. 2. Dr. Gould-Fogerite's Effort. Dr. Gould-Fogerite agrees to devote her ----------------------------- full working time and best efforts, skill and attention to her position and to the business and interests of the Company. 3. Salary. The Company shall pay Dr. Gould-Fogerite compensation for ------ services rendered in the amount of One Hundred Forty Six Thousand Thirty Dollars ($146,030) per annum payable on a biweekly basis. Further, the Company, from time to time, shall pay Dr. Gould Fogerite such bonuses, additional compensation or other benefits as may be determined by the Executive Compensation Committee of the Board of Directors. Any changes in Dr. Gould-Fogerite's duties or compensation, shall not in any way affect the promises of Dr. Gould-Fogerite as set forth in this Agreement. Furthermore, Dr. Gould-Fogerite shall be reimbursed for expenses properly documented as per the Company's policy. 4. Termination. This Agreement and the status and obligations of Dr. ----------- Gould-Fogerite thereunder as an employee of the Company (except for the provisions of paragraph 5 through 9 inclusive, 11 through 14 inclusive) shall cease and terminate effective upon the close of business August 31, 2005, unless further extended by the parties hereto in writing; provided, that upon such date 31 {PAGE} said termination shall not affect all rights that Dr. Gould-Fogerite may have pursuant to any of the Company's retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401 (k) any other employee benefit plans sponsored by the Company, which, in accordance with its terms, is applicable to Dr. Gould-Fogerite. 4.1 Death or Disability. This Agreement shall automatically terminate ------------------- upon the death of Dr. Gould-Fogerite and all of her rights hereunder, including the rights to receive compensation and benefits, except as otherwise required by law, shall terminate. The Company may, at its option, terminate this Agreement in the event that Dr. Gould-Fogerite shall be physically or mentally incapacitated which shall make her unable to perform the duties assigned to her for more than ninety (90) days in any one hundred eighty (180) day period. In the event of a dispute as to whether Dr. Gould-Fogerite is physically or mentally unable to perform her duties hereunder, the Company shall select an impartial physician to make a determination as to Dr. Gould-Fogerite's incapacity, if any. Dr. Gould-Fogerite agrees to submit to appropriate medical examinations for the purposes of such determination. Such termination shall not affect Dr. Gould-Fogerite's rights and obligations under paragraphs 5 through 9 inclusive, 11 through 14 inclusive, all of which shall survive the early termination or expiration of this Agreement. 4.2 The Company's Right to Terminate with Notice. The Company may ------------------------------------------------ terminate this Agreement upon 30 days written notice to Dr. Gould-Fogerite. In case of termination under this section, the Company may elect to pay Dr. Gould-Fogerite a base rate of $146,030 for the notice period in lieu of permitting her to continue working. Aside from payment as herein provided, the Company shall have no further obligations to Dr. Gould-Fogerite following termination. The period during which Dr. Gould-Fogerite shall not compete with the Company in the event of termination under this section shall be shortened from three (3) years to one (1) year from date of termination. 4.3 Termination for Cause. Notwithstanding the immediately preceding --------------------- paragraph or anything elsewhere herein contained to the contrary, the Company may terminate this Agreement and all of its obligations to Dr. Gould-Fogerite, with notice and effective unless Dr Gould-Fogerite cures the breach within 60 days, in the event that: (i) Dr. Gould-Fogerite breaches any term of this Agreement; (ii) if Dr. Gould-Fogerite is convicted of or enters a no contest plead to any felony or crime involving moral turpitude, or if she pleads guilty to a lesser included offence or crime in exchange for withdrawal of a felony indictment, felony charge by information, or is charged with a crime involving moral turpitude, whether the charge arises under the laws of the United States or any other state therein; (iii) Dr. Gould-Fogerite fails to perform the duties and obligations assigned her by the Board of Directors of the Company; (iv) the Company reasonably suspects that she has engaged in illegal drug or substance use or abuse; (v) she wrongfully appropriates for personal use or benefit any property or money of the Company entrusted to her by the Company; (vi) she disregards any legal directions of the Chief Executive Officer or the Board of Directors of the Company; (vii) she materially 32 {PAGE} violates Company policies or procedures; (viii) she takes any actions that might damage the reputation of the Company or its ability to receive approvals of its drug delivery systems from the Food and Drug Adminstration (excluding, however, actions protected by "whistleblower" legislation); or (ix) Dr. Gould-Fogerite resigns her employment. In the event of termination for any of the reasons set forth herein Dr. Gould-Fogerite shall be bound by all of the terms of this Agreement that survive termination. 5. Confidentiality. Dr. Gould-Fogerite shall keep confidential for a period --------------- of three years for patented technology and five years for patent-pending technology, except as the Company may otherwise consent in writing, and not disclose, or make any use of except for the benefit of the Company, at any time either during or subsequent to Dr. Gould-Fogerite's performance of services for the Company, any trade secrets, knowledge, data or other information of the Company relating to products, processes, know how, technical data, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, and product pricing strategies or other subject matter pertaining to any business of the Company or any of its clients, customers, consultants, licensees or affiliates which Dr. Gould-Fogerite may produce, obtain or otherwise learn of during the course of Dr. Gould-Fogerite's performance of services and after its termination (collectively "Confidential Information"). 286030	BioDelivery BioDelivery Sciences International Inc. As referenced in this Executive Employment Agreement: BioDelivery Sciences International, – Agreement (the "Agreement") is made this 31 day of August, 2002 by and between Susan Gould-Fogerite, Ph.D. ("Dr. Gould-Fogerite") and BioDelivery Sciences International, Inc. (the "Company"). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; and WHEREAS, the Company _____________ BIODELIVERY SCIENCES INTERNATIONAL, – designated by written notice by such party to the other party. EXECUTED as of the date set forth below. Dated: 8/31/02 -------------- BIODELIVERY SCIENCES INTERNATIONAL, INC. By: /s/Francis E. O'Donnell ------------------------------------- Name: Francis E. O'Donnell, Jr. Title: President, CEO /s/Susan Gould-Fogerite ------------------------------------- Susan Gould- _____________ BIODELIVERY SCIENCES INTERNATIONAL, – Francis E. O'Donnell, Jr. Title: President, CEO /s/Susan Gould-Fogerite ------------------------------------- Susan Gould-Fogerite, Ph.D. 38 {PAGE} EXHIBIT A --------- PRIOR INVENTIONS BIODELIVERY SCIENCES INTERNATIONAL, INC. (the "Company") Gentlemen: The following is a complete list of all inventions or improvements patented or, unpatented, that have been made _____________ dt 240875 ;	Susan Gould-Fogerite
Preview Full Doc	2002	Executive Employment Agreement Executive Employment Agreement (18K) Doc #286031: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.3 {SEQUENCE}5 {FILENAME}bdsi10qsbsept2002ex10-3.txt {TEXT} EXHIBIT 10.3 ------------ EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made this 31 day of August, 2002 by and between James A. McNulty ("Mr. McNulty") and BioDelivery Sciences International, Inc. (the "Company"). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; and WHEREAS, the Company and Mr. McNulty are willing to continue the employment relationship, on the terms, conditions and covenants set forth in this Agreement; NOW, THEREFORE, in consideration of Mr. McNulty's continued employment with the Company and other good and valuable consideration, receipt of which Mr. McNulty and the Company hereby acknowledge, Mr. McNulty and the Company agree, as follows: 1. Position. Mr. McNulty agrees to continue his employment as Secretary, -------- Treasurer and Chief Financial Officer of the Company. He further agrees to perform the job duties and to carry out the responsibilities of that position, as determined by the Chief Executive Officer from time to time. 2. Mr. McNulty's Effort. Mr. McNulty agrees to devote his full working time -------------------- and best efforts, skill and attention to his position and to the business and interests of the Company. However, at the discretion of the Board of Directors, Mr. McNulty may be reduced from a full-time employee to a part time employee upon 30 days written notice. 3. Salary. The Company shall pay Mr. McNulty compensation for services ------ rendered in the amount of One Hundred Eighty Five Thousand Dollars ($185,000) per annum payable on a monthly basis. Further, the Company, from time to time, shall pay Mr. McNulty such bonuses, additional compensation or other benefits as may be determined by the Executive Compensation Committee of the Board of Directors. In particular, the company shall pay Mr. McNulty a one-time bonus of $17,500 upon the signing of the first term sheet for a license to the Company's technology exceeding $1M in up-front payments and another $17,500 bonus upon the Company receiving the upfront payment of said $1M license. Any changes in Mr. McNulty's duties or compensation, shall not in any way affect the promises of Mr. McNulty as set forth in this Agreement. Furthermore, Mr. McNulty shall be reimbursed for expenses properly documented as per the Company's policy. 40 {PAGE} Where Mr. McNulty's status is changed from a full-time to a part-time employee pursuant to Section 2 above, Mr. McNulty's salary of $185,000 will be reduced pro rata assuming a 40 hour work week for a full-time employee. 4. Termination. This Agreement and the status and obligations of Mr. ----------- McNulty thereunder as an employee of the Company (except for the provisions of paragraph 5 through 8 inclusive) shall cease and terminate effective upon the close of business August 31, 2005 unless further extended by the parties hereto in writing; provided, that upon such date said termination shall not affect all rights that Mr. McNulty may have pursuant to any of the Company's retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401 (k) any other employee benefit plans sponsored by the Company, which, in accordance with its terms, is applicable to Mr. McNulty. 4.1 Death or Disability. This Agreement shall automatically terminate ------------------- upon the death of Mr. McNulty and all of his rights hereunder, including the rights to receive compensation and benefits, except as otherwise required by law, shall terminate. The Company may, at its option, terminate this Agreement in the event that Mr. McNulty shall be physically or mentally incapacitated which shall make him unable to perform the duties assigned to him for more than ninety (90) days in any one hundred eighty (180) day period. In the event of a dispute as to whether Mr. McNulty is physically or mentally unable to perform his duties hereunder, the Company shall select an impartial physician to make a determination as to Mr. McNulty's incapacity, if any. Mr. McNulty agrees to submit to appropriate medical examinations for the purposes of such determination. Such termination shall not affect Mr. McNulty's rights and obligations under paragraphs 5 through 9 inclusive, 11 through 14 inclusive, all of which shall survive the early termination or expiration of this Agreement. 4.2 The Company's Right to Terminate with Notice. The Company may ------------------------------------------------ terminate this Agreement upon 30 days prior notice to Mr. McNulty. In case of termination under this section, the Company may elect to pay Mr. McNulty a base rate of $185,000, or the part-time status reduced rate pursuant to Sections 2 and 3 of this Agreement, for a period of six months, in lieu of permitting him to continue working. Aside from payment as herein provided, the Company shall have no further obligations to Mr. McNulty following termination. 4.3 Termination for Cause. Notwithstanding the immediately preceding --------------------- paragraph or anything elsewhere herein contained to the contrary, the Company may terminate this Agreement and all of its obligations to Mr. McNulty, with notice but effective immediately, in the event that: (a) Mr. McNulty breaches any term of this Agreement; (b) if Mr. McNulty is convicted of or enters a no contest plead to any felony or crime involving moral turpitude, or if he pleads guilty to a lesser included offence or crime in exchange for withdrawal of a felony indictment, felony charge by information, or is charged with a crime involving moral turpitude, whether the charge arises under the laws of the United States or any other state therein; (iii) Mr. McNulty fails to perform the duties and obligations 41 {PAGE} assigned him by the Board of Directors of the Company; (iv) the Company reasonably suspects that he has engaged in illegal drug or substance use or abuse; (v) he wrongfully appropriates for personal use or benefit any property or money of the Company entrusted to him by the Company; (vi) he disregards any legal directions of the Chief Executive Officer or the Board of Directors of the Company; (vii) he materially violates Company policies or procedures; (viii) he takes any actions that might damage the reputation of the Company or its ability to receive approvals of its drug delivery systems from the Food and Drug Adminstration (excluding, however, actions protected by "whistleblower" legislation); or (ix) Mr. McNulty resigns his employment. In the event of termination for any of the reasons set forth herein Mr. McNulty shall be bound by all of the terms of this Agreement that survive termination. 5. Confidentiality. Mr. McNulty shall keep confidential, except as the --------------- Company may otherwise consent in writing, and not disclose, or make any use of except for the benefit of the Company, at any time either during or subsequent to Mr. McNulty's performance of services for the Company, any trade secrets, knowledge, data or other information of the Company relating to products, processes, know how, technical data, designs, formulas, test data, customer 286031	BioDelivery BioDelivery Sciences International Inc. As referenced in this Executive Employment Agreement: BioDelivery Sciences International, – This Executive Employment Agreement (the "Agreement") is made this 31 day of August, 2002 by and between James A. McNulty ("Mr. McNulty") and BioDelivery Sciences International, Inc. (the "Company"). WHEREAS, the Company is engaged in the business of researching and developing drug delivery technologies; and WHEREAS, the Company _____________ BIODELIVERY SCIENCES INTERNATIONAL, – written notice by such party to the other party. 45 {PAGE} EXECUTED as of the date set forth below. Dated: August 31, 2002. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: /s/ Francis E. O'Donnell ----------------------------------- Name: Francis E. O'Donnell, Jr. Title: President, CEO /s/ James A. McNulty ----------------------------------- James A. _____________ dt 240876 ;	James A. McNulty
Preview Full Doc	2006	BEMA Fentanyl Supply Agreement BEMA Fentanyl Supply Agreement (72K) Doc #2298664: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH ï¿½ï¿½* BEMA FENTANYL SUPPLY AGREEMENT This BEMA Fentanyl Supply Agreement (the ï¿½Agreementï¿½) is made as of August 2, 2006 (the ï¿½Effective Dateï¿½) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (ï¿½Parentï¿½), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (ï¿½Ariusï¿½, and together with Parent, ï¿½BDSIï¿½), and Meda AB, a Swedish corporation with its . . . 2298664	BioDelivery BioDelivery Sciences International Inc. As referenced in this BEMA Fentanyl Supply Agreement: BioDelivery Sciences International, Inc – TO CERTAIN PORTIONS HEREOF DENOTED WITH ?*? BEMA FENTANYL SUPPLY AGREEMENT This BEMA Fentanyl Supply Agreement (the ?Agreement?) is made as of August 2, 2006 (the ?Effective Date?) by and between BioDelivery Sciences International, Inc ., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (?Parent?), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation _____________ BioDelivery Sciences International, Inc – with ??. directed at the following address (or at such other address as any Party hereto shall hereafter specify by notice in writing to the other parties hereto): If to BDSI: BioDelivery Sciences International, Inc* . 2501 Aerial Center Parkway, Suite 205 Morrisville, North Carolina 27560 USA Attn: Mark Sirgo, Chief Executive Officer Telephone: (919) 653-5160 Facsimile: (919) 653-5161 Copies to: Wyrick Robbins _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – WITNESS WHEREOF, both BDSI and Meda have executed this BEMA Fentanyl Supply Agreement, in duplicate originals, by their respective officers hereunto duly authorized, the day and year first above written. BIODELIVERY SCIENCES INTERNATIONAL, INC . MEDA AB By: /s/ Mark A. Sirgo By: /s/ Anders Lonners Name: Mark A. Sirgo Name: Anders Lonners Title: President and CEO Title: CEO ARIUS PHARMACEUTICALS, INC. By: /s/ _____________ dt 1828777
Preview Full Doc	2002	Incentive Plan [2001] Incentive Plan [2001] (40K) Doc #286070: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.13 {SEQUENCE}10 {FILENAME}y54446a2ex10-13.txt {DESCRIPTION}2001 INCENTIVE STOCK OPTION PLAN {TEXT} {PAGE} Exhibit 10.13 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2001 INCENTIVE PLAN 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 1.1 ESTABLISHMENT. The BioDelivery Sciences International, Inc. 2001 Incentive Plan (the "PLAN") is hereby established effective as of July 20, 2001, by adoption of the Board, provided it is approved within 12 months of this date by stockholders of the Company. Awards may be granted subject to stockholder approval, but may not be exercised or otherwise settled in the event stockholder approval is not obtained. 1.2 PURPOSE. The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by encouraging and facilitating the ownership of BioDelivery Sciences International, Inc.'s ("COMPANY") common stock by persons performing services for the Participating Company Group in order to enhance the ability of BioDelivery Sciences International, Inc. to attract, retain and reward such persons and motivate them to contribute to the growth and profitability of the Participating Company Group. 1.3 TERM OF PLAN. The Plan shall be effective from the date that the Plan is adopted by the Board of Directors of the Company and shall continue in effect thereafter until the earlier of (a) its termination by the Board, or (b) the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed, or (c) ten (10) years from its effective date. All Options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the shareholders of the Company. 2. DEFINITIONS AND CONSTRUCTION. 2.1 DEFINITIONS. Whenever used herein, the following terms shall have their respective meanings set forth below: (a) "AWARD" means any award or grant of Restricted Shares or Options under the Plan. (b) "BENEFICIARY" means the person, persons, trust, or trusts entitled by will or by the laws of descent, to exercise a Participant's Option or other rights under the Plan after the Participant's death. (c) "BOARD" means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, "BOARD" also means such Committee(s). (d) A "CHANGE IN CONTROL" shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, a "TRANSACTION") wherein the shareholders of the Company, immediately before the Transaction, do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of a Transaction involving the sale, {PAGE} exchange or transfer of all or substantially all of the Company's assets, the corporation or other business entity to which the assets of the Company were transferred (the "TRANSFEREE"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. (e) "CODE" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder. (f) "COMMITTEE" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. (g) "COMPANY" means BioDelivery Sciences International, Inc., a Florida corporation, or any successor corporation thereto. (h) "CONSULTANT" means a person engaged to provide consulting or advisory services (other than as an employee or a director) to a Participating Company. (i) "DIRECTOR" means a member of the Board or of the board of directors of any other Participating Company. (j) "DISABILITY" means the inability of the Participant to perform the major duties of the Participant's position with the Participating Company Group because of the sickness or injury of the Participant. The determination of whether or not a Participant is disabled for purposes of this Plan shall be made by, and at the sole discretion of, the Committee. (k) "EMPLOYEE" means any person treated as an employee (including an officer or a director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a director nor payment of a director's fee shall alone be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the sole exercise of its discretion, whether an individual has become, or has ceased to be, an Employee and the effective date of such individual's employment or termination of employment, as the case may be. For purposes of an individual's rights, if any, under the Plan as of the time of the Company's determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination. {PAGE} (l) "FAIR MARKET VALUE" means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse. If the Stock is not trading over a public exchange, the "fair market value" shall take into account the latest private transaction in which the Company sold stock to an informed and willing buyer, if any such transaction exists. If the Stock is listed for trading over a public market, "fair market value" of the Stock on a given day shall be the mean between the highest and lowest quoted selling prices, regular way, of the Stock on the NASDAQ or the exchange on which the Stock is listed, and if no trading occurs on such date, the mean between the highest and lowest prices on the nearest trading day before such date. (m) "INCENTIVE STOCK OPTION" means an Option intended to be (as set forth in the Option Agreement), and which qualifies as, an incentive stock option within the meaning of Section 422(b) of the Code. (n) "NONQUALIFIED STOCK OPTION" means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an 286070	BioDelivery BioDelivery Sciences International Inc. As referenced in this Incentive Plan [2001]: BIODELIVERY SCIENCES INTERNATIONAL, – {DOCUMENT} {TYPE}EX-10.13 {SEQUENCE}10 {FILENAME}y54446a2ex10-13.txt {DESCRIPTION}2001 INCENTIVE STOCK OPTION PLAN {TEXT} {PAGE} Exhibit 10.13 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2001 INCENTIVE PLAN 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 1.1 ESTABLISHMENT. The BioDelivery Sciences International, Inc. 2001 Incentive Plan ( _____________ BioDelivery Sciences International, – TEXT} {PAGE} Exhibit 10.13 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2001 INCENTIVE PLAN 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 1.1 ESTABLISHMENT. The BioDelivery Sciences International, Inc. 2001 Incentive Plan (the "PLAN") is hereby established effective as of July 20, 2001, by adoption of the Board, provided it _____________ BioDelivery Sciences International, – of the Plan is to advance the interests of the Participating Company Group and its shareholders by encouraging and facilitating the ownership of BioDelivery Sciences International, Inc.'s ("COMPANY") common stock by persons performing services for the Participating Company Group in order to enhance the ability of BioDelivery _____________ BioDelivery Sciences International, – Sciences International, Inc.'s ("COMPANY") common stock by persons performing services for the Participating Company Group in order to enhance the ability of BioDelivery Sciences International, Inc. to attract, retain and reward such persons and motivate them to contribute to the growth and profitability of the Participating Company _____________ BioDelivery Sciences International, – terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. (g) "COMPANY" means BioDelivery Sciences International, Inc., a Florida corporation, or any successor corporation thereto. (h) "CONSULTANT" means a person engaged to provide consulting or advisory services (other _____________ dt 240900
Preview Full Doc	2006	License and Development Agreement License and Development Agreement (150K) Doc #2298663: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH ï¿½ï¿½* LICENSE AND DEVELOPMENT AGREEMENT This License and Development Agreement (the ï¿½Agreementï¿½) is made as of August 2, 2006 (the ï¿½Effective Dateï¿½) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (ï¿½Parentï¿½), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (ï¿½Ariusï¿½, and together with Parent, ï¿½BDSIï¿½) and Meda AB, a Swedish corporation with . . . 2298663	BioDelivery BioDelivery Sciences International Inc. As referenced in this License and Development Agreement: BioDelivery Sciences International, Inc – TO CERTAIN PORTIONS HEREOF DENOTED WITH * LICENSE AND DEVELOPMENT AGREEMENT This License and Development Agreement (the Agreement) is made as of August 2, 2006 (the Effective Date) by and between BioDelivery Sciences International, Inc ., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (Parent), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation _____________ BioDelivery Sciences International, Inc – with respect to any such inquiry in the Territory at least * before the response is required. The aforementioned information shall be addressed to: In case of BDSI: Director, Regulatory Affairs BioDelivery Sciences International, Inc . 2501 Aerial Center Parkway, Suite 205 Morrisville, NC 27560, USA Tel.: 919-653-5164 Fax: 919-653-5161 Email: tshumaker@bdsinternational.com In case of Meda: MEDA GmbH & _____________ BioDelivery Sciences International, Inc – is directed at the following address (or at such other address as any Party hereto shall hereafter specify by notice in writing to the other parties hereto): If to BDSI: BioDelivery Sciences International, Inc . 2501 Aerial Center Parkway, Suite 205 Morrisville, North Carolina 27560 USA Attn: Mark Sirgo, Chief Executive Officer Telephone: (919) 653-5160 Facsimile: (919) 653-5161 Copies to: Wyrick Robbins _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – Agreement to be executed in duplicate by their duly authorized officers as of the Effective Date. ARIUS PHARMACEUTICALS, INC. By: /s/ Mark A. Sirgo Name: Mark A. Sirgo Title: President BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Mark A. Sirgo Name: Mark A. Sirgo Title: President and CEO MEDA AB By: /s/ Anders Lonner Name: Anders Lonner Title: CEO 45 *CONFIDENTIAL TREATMENT REQUESTED* Note: _____________ dt 1597328 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this License and Development Agreement: Bank of America, N.A. – that if the Wall Street Journal does not publish the Prime Rate of Interest, then the term Prime Rate of Interest shall mean the rate of interest publicly announced by Bank of America, N.A. , as its Prime Rate, Base Rate, Reference Rate or the equivalent of such rate, whether or not such bank makes loans to customers at, above, or below said rate. _____________ dt 1557846
Preview Full Doc	2006	License and Development Agreement License and Development Agreement (150K) Doc #2306089: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH ï¿½ï¿½* LICENSE AND DEVELOPMENT AGREEMENT This License and Development Agreement (the ï¿½Agreementï¿½) is made as of August 2, 2006 (the ï¿½Effective Dateï¿½) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (ï¿½Parentï¿½), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (ï¿½Ariusï¿½, and together with Parent, ï¿½BDSIï¿½) and Meda AB, a Swedish corporation with . . . 2306089	BioDelivery BioDelivery Sciences International Inc. As referenced in this License and Development Agreement: BioDelivery Sciences International, Inc – TO CERTAIN PORTIONS HEREOF DENOTED WITH * LICENSE AND DEVELOPMENT AGREEMENT This License and Development Agreement (the Agreement) is made as of August 2, 2006 (the Effective Date) by and between BioDelivery Sciences International, Inc ., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (Parent), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation _____________ BioDelivery Sciences International, Inc – with respect to any such inquiry in the Territory at least * before the response is required. The aforementioned information shall be addressed to: In case of BDSI: Director, Regulatory Affairs BioDelivery Sciences International, Inc . 2501 Aerial Center Parkway, Suite 205 Morrisville, NC 27560, USA Tel.: 919-653-5164 Fax: 919-653-5161 Email: tshumaker@bdsinternational.com In case of Meda: MEDA GmbH & _____________ BioDelivery Sciences International, Inc – is directed at the following address (or at such other address as any Party hereto shall hereafter specify by notice in writing to the other parties hereto): If to BDSI: BioDelivery Sciences International, Inc . 2501 Aerial Center Parkway, Suite 205 Morrisville, North Carolina 27560 USA Attn: Mark Sirgo, Chief Executive Officer Telephone: (919) 653-5160 Facsimile: (919) 653-5161 Copies to: Wyrick Robbins _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – Agreement to be executed in duplicate by their duly authorized officers as of the Effective Date. ARIUS PHARMACEUTICALS, INC. By: /s/ Mark A. Sirgo Name: Mark A. Sirgo Title: President BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Mark A. Sirgo Name: Mark A. Sirgo Title: President and CEO MEDA AB By: /s/ Anders Lonner Name: Anders Lonner Title: CEO 45 *CONFIDENTIAL TREATMENT REQUESTED* Note: _____________ dt 1597330 ; State Street Global Advisors GmbH State Street Global Advisors GmbH ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this License and Development Agreement: Bank of America, N.A. – that if the Wall Street Journal does not publish the Prime Rate of Interest, then the term Prime Rate of Interest shall mean the rate of interest publicly announced by Bank of America, N.A. , as its Prime Rate, Base Rate, Reference Rate or the equivalent of such rate, whether or not such bank makes loans to customers at, above, or below said rate. _____________ dt 1557854
Preview Full Doc	2007	License and Development Agreement License and Development Agreement (213K) Doc #3019755: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH ï¿½ï¿½* LICENSE AND DEVELOPMENT AGREEMENT This License and Development Agreement (the ï¿½Agreementï¿½) is made as of September 5, 2007 (the ï¿½Effective Dateï¿½) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (ï¿½Parentï¿½), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (ï¿½Ariusï¿½, and together with Parent, ï¿½BDSIï¿½), and Meda AB, a Swedish corporation . . . 3019755	BioDelivery BioDelivery Sciences International Inc. As referenced in this License and Development Agreement: BioDelivery Sciences International, Inc – TO CERTAIN PORTIONS HEREOF DENOTED WITH ?*? LICENSE AND DEVELOPMENT AGREEMENT This License and Development Agreement (the ?Agreement?) is made as of September 5, 2007 (the ?Effective Date?) by and between BioDelivery Sciences International, Inc ., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (?Parent?), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation _____________ BioDelivery Sciences International, Inc – with respect to any such inquiry in the Territory at least * before the response is required. The aforementioned information shall be addressed to: In case of BDSI: Director, Regulatory Affairs BioDelivery Sciences International, Inc . 2501 Aerial Center Parkway, Suite 205 Morrisville, NC 27560, USA Tel.: 919-653-5164 Fax: 919-653-5161 Email: dtwright@bdsinternational.com In case of Meda: MEDA GmbH & _____________ BioDelivery Sciences International, Inc – is directed at the following address (or at such other address as any Party hereto shall hereafter specify by notice in writing to the other Parties hereto): If to BDSI: BioDelivery Sciences International, Inc . 2501 Aerial Center Parkway, Suite 205 Morrisville, North Carolina 27560 USA Attn: Mark Sirgo, Chief Executive Officer Telephone: (919) 653-5160 Facsimile: (919) 653-5161 59 CONFIDENTIAL TREATMENT REQUESTED _____________ BIODELIVERY SCIENCES INTERNATIONAL, INC – Agreement to be executed in duplicate by their duly authorized officers as of the Effective Date. ARIUS PHARMACEUTICALS, INC. By: /s/ Mark A. Sirgo Name: Mark A. Sirgo Title: President BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Mark A. Sirgo Name: Mark A. Sirgo Title: President and CEO MEDA AB By: /s/ Anders Lonners Name: Anders Lonners Title: CEO EXHIBIT A ARIUS TWO AGREEMENT _____________ dt 1828779
Preview Full Doc	2004	License Agreement License Agreement (68K) Doc #286004: Click preview link for longer preview. LICENSE AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND ACCENTIA, INC. This License Agreement (this Agreement) effective as of April 12, 2004, by and between BioDelivery Sciences International, Inc., a Delaware corporation, having its principal place of business at 185 South Orange Avenue, Administrative Building No. 4, Newark, NJ 07103 (BDSI) and Accentia, Inc. having its principal place of business at 5310 Cypress Center Drive #101, Tampa, Florida 33609 (ACCENTIA) (collectively the Parties). WITNESSETH: Whereas, BDSI has rights to certain BDSI Licensed Technology (hereinafter defined) relating to cochleates, geodes, nanocochleates, and liposomes; Whereas, ACCENTIA recognizes that the BDSI Licensed Technology represents a valuable means of delivering Licensed Products (hereinafter defined) for the use and/or sale in the treatment or prevention of human and/or animal diseases; Whereas, ACCENTIA wishes to enter into an agreement to obtain exclusive licenses for specific Licensed Products which utilize BDSI Licensed Technology in the Field (hereinafter defined) from BDSI in order to research, develop and commercialize therapeutic products made in accordance therewith; and WHEREAS, BDSI is willing to grant such licenses to ACCENTIA under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties agree as follows: ARTICLE 1 - DEFINITIONS As used herein, capitalized terms shall have the following meanings: 1.1 Affiliate, with respect to any Party, shall mean any person or entity controlling, controlled by, or under common control with such Party. For these purposes, control shall refer to (i) the possession, directly or indirectly, of the power to direct the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise or (ii) the ownership, directly or indirectly, of at least 50% of the voting securities or other ownership interest of a person or entity. 1.2 Antifungal Products shall mean any and all products covered by the patent rights licensed to ACCENTIA by MAYO under the ACCENTIA/MAYO Agreement that are not Licensed Products. Antifungal Products include, but are not limited to, topical antifungal products contemplated by the ACCENTIA/MAYO Agreement that do not require approval by the FDA or appropriate regulatory authority in Europe. 1.3 BDSI Licensed Technology shall mean any and all information, and all patentable and non-patentable inventions (including, without limitation, all Joint Inventions), improvements, discoveries, claims, formulae, processes, methods, trade secrets, technologies, data and know-how owned, licensed or controlled by BDSI or to which BDSI has the right to grant licenses or sublicenses before or during the term of this Agreement: (i) related to the cochleate, geode, nanocochleate, or liposome technology described in Exhibit C, or (ii) claimed, covered or disclosed in any patent or patent application listed in Exhibit B which relates to the cochleate, geode, nanocochleate, or liposome technology described in Exhibit C. 1.4 Effective Date shall mean the date first written above. 1.5 Field shall mean the field of any topical antifungal (including Amphotericin B) for mucosal surface application for the indications of chronic sinusitis and asthma covered by patents licensed to ACCENTIA by the Mayo Clinic (MAYO), and transmucosal vaccine applications covered by a patent held by MAYO for the indications of chronic sinusitis and asthma. 1.6 Joint Invention shall mean any invention for which it is determined, in accordance with applicable law, that both: (i) employees or agents of ACCENTIA or any other persons obligated to assign such Invention to ACCENTIA, and (ii) employees or agents of BDSI or any other persons obligated to assign such invention to BDSI, are joint inventors of such invention. 1.7 Know-How shall mean any and all know-how shared by the Parties under this Agreement. 1.8 Licensed Patents shall mean any current and future Patent, owned or controlled by BDSI, or any of the same jointly owned or controlled by BDSI and that relate to the BDSI Licensed Technology, including Patents set forth on Exhibit B. 1.9 Licensed Product shall mean a Product in the form of (a) antifungal preparations (including Amphotericin B preparations) for mucosal surface application for the indications of chronic sinusitis and asthma; and (b) transmucosal vaccine preparations for the indications of chronic sinusitis and asthma. 1.10 Net Sales shall mean the gross amount invoiced for all Antifungal Products or Licensed Products sold by ACCENTIA and/or its Affiliates in arms length sales or commercial transactions to a Third Party (excluding sales to Sublicensees for their resale), less deductions for: (a) commissions, trade, quantity and cash discounts or rebates actually allowed or given; (b) credits, allowances or refunds given or made for rejected, outdated or returned Licensed Products, if applicable; 2 (c) any tax or government charge (other than an income tax) levied on the sale, transportation or delivery of a Licensed Product and borne by the seller thereof; and (d) any prepaid or invoiced charges for freight, postage, shipping, import or export taxes, insurance or charges for returnable containers. 1.11 Party shall mean ACCENTIA or BDSI and, when used in the plural, shall mean ACCENTIA and BDSI. 1.12 Patent means (i) unexpired letters patent (including inventors certificates) which have not been held invalid or unenforceable by a court of competent jurisdiction from which no appeal can be taken or has been taken within the required time period, including without limitation any substitution, extension, registration, confirmation, reissue, re-examination, renewal or any like filing thereof and (ii) pending applications for letters patent, including without limitation any continuation, division or continuation-in-part thereof and any provisional applications. 1.13 Product shall mean a cochleate, geode, nanocochleate, or liposome preparation of an antifungal that is: (i) based upon, derived from, identified through or related to any BDSI Licensed Technology; and (ii) covered by one or more Licensed Patents and would infringe a Valid Claim thereof. 1.14 Sublicensee shall mean any Third Party granted a sublicense by ACCENTIA pursuant to Section 3.2 hereof. 1.15 Sublicensee Net Sales shall mean the gross amount invoiced for all Licensed Products sold by a Sublicensee to a Third Party, less deductions for: (a) commissions, trade, quantity and cash discounts or rebates actually allowed or given; (b) credits, allowances or refunds given or made for rejected, outdated or returned Licensed Products, if applicable; (c) any tax or government charge (other than an income tax) levied on the sale, transportation or delivery of a Licensed Product and borne by the seller thereof; and (d) any prepaid or invoiced charges for freight, postage, shipping, import or export taxes, insurance or charges for returnable containers. 1.16 Sublicensee Revenue shall mean any and all revenue or other consideration received by ACCENTIA from a Sublicensee for Licensed Products under this Agreement, including but not limited to, upfront revenue, milestone revenue, royalty income, and the market value at the time of transfer of all non-monetary consideration such as barter or counter-trade in the country of disposition. 1.17 Territory shall mean the United States and the European Union. 1.18 Third Party means any person or entity other than ACCENTIA, BDSI or any Affiliate of either ACCENTIA or BDSI. 286004	BioDelivery BioDelivery Sciences International Inc. As referenced in this License Agreement: BIODELIVERY SCIENCES INTERNATIONAL, – License Agreement EX-10.1 2 dex101.htm LICENSE AGREEMENT Exhibit 10.1 LICENSE AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND ACCENTIA, INC. This License Agreement (this Agreement) effective as of April 12, 2004, by and between BioDelivery Sciences International, Inc., _____________ BioDelivery Sciences International, – AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND ACCENTIA, INC. This License Agreement (this Agreement) effective as of April 12, 2004, by and between BioDelivery Sciences International, Inc., a Delaware corporation, having its principal place of business at 185 South Orange Avenue, Administrative Building No. 4, Newark, NJ 07103 ( _____________ BioDelivery Sciences International, – shall be as described below: (a) If to BDSI, addressed to: Raphael J. Mannino, Ph.D. Executive Vice President and Chief Scientific Officer BioDelivery Sciences International, Inc. 185 South Orange Avenue, Administrative Building No. 4 Newark, NJ 07103 (b) If to ACCENTIA, addressed to: Martin G. Baum President _____________ BIODELIVERY SCIENCES INTERNATIONAL, – the Parties has caused this Agreement to be executed by its duly authorized officer as of the day and year first above written. BIODELIVERY SCIENCES INTERNATIONAL, INC. By: /s/ Raphael J. Mannino. Name: Raphael J. Mannino. Ph.D. Title: Executive Vice President and Chief Scientific Officer ACCENTIA, INC. _____________ dt 240854 ;	Accentia Accentia, Inc. As referenced in this License Agreement: ACCENTIA, INC – License Agreement EX-10.1 2 dex101.htm LICENSE AGREEMENT Exhibit 10.1 LICENSE AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND ACCENTIA, INC . This License Agreement (this Agreement) effective as of April 12, 2004, by and between BioDelivery Sciences International, Inc., a Delaware corporation, having _____________ Accentia, Inc – a Delaware corporation, having its principal place of business at 185 South Orange Avenue, Administrative Building No. 4, Newark, NJ 07103 (BDSI) and Accentia, Inc . having its principal place of business at 5310 Cypress Center Drive #101, Tampa, Florida 33609 (ACCENTIA) (collectively the Parties). WITNESSETH: Whereas, BDSI _____________ Accentia, Inc – International, Inc. 185 South Orange Avenue, Administrative Building No. 4 Newark, NJ 07103 (b) If to ACCENTIA, addressed to: Martin G. Baum President Accentia, Inc . 5310 Cypress Center Drive #101 Tampa, Florida 33609 15 10.8 Amendment. No amendment, modification or supplement of any provision of this _____________ ACCENTIA, INC – BIODELIVERY SCIENCES INTERNATIONAL, INC. By: /s/ Raphael J. Mannino. Name: Raphael J. Mannino. Ph.D. Title: Executive Vice President and Chief Scientific Officer ACCENTIA, INC . By: /s/ Martin G. Baum Name: Martin G. Baum Title: President EXHIBIT A REGULATORY TIMELINES Meeting with the FDA Within three (3) _____________ dt 213830
Preview Full Doc	2001	License Agreement License Agreement (65K) Doc #286080: Click preview link for longer preview. LICENSE AGREEMENT BETWEEN UNIVERSITY OF MEDICINE AND DENTISTRY OF NEW JERSEY AND BIODELIVERY SCIENCES, INC. DATED AS OF SEPTEMBER 26, 1995 {PAGE} 2 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") effective as of _____________, 1995, by and among ALBANY MEDICAL COLLEGE, having its principal place of business at 47 New Scotland Avenue, Albany, New York 12208 and the UNIVERSITY OF MEDICINE AND DENTISTRY OF NEW JERSEY, ("UMDNJ") having its principal place of business at 65 Bergen Street, Newark, NJ 07107-3001 (hereinafter collectively "UNIVERSITIES") and BIODELIVERY SCIENCES, INC., a Delaware corporation having its principal place of business at 42 Buckman Drive, Lexington, Massachusetts 02173 (hereinafter "BDS"). PRELIMINARY STATEMENTS 1. UNIVERSITIES have exclusive rights to certain technology relating to cochleates, liposomes and proteoliposomes which have been developed at UNIVERSITIES by the Inventors. 2. BDS recognizes that the technology represents a valuable source for development of processes relating to the preparation of chemicals and biologicals for manufacture, use and/or sale in the Territory. 3. UNIVERSITIES and BDS are entering into this Agreement to provide for UNIVERSITIES to grant a license, and BDS to obtain a license, for the manufacture, use and/or sale of processes and products developed based on such technology in the Territory. 4. BDS and UMDNJ are considering entering into a Research Agreement to provide for BDS to sponsor research at UMDNJ, and for UMDNJ, acting through its Investigators, to conduct further research and development of such technology at UMDNJ. NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties agree as follows: ARTICLE 1 - DEFINITIONS As used herein, capitalized terms shall have the following meanings: 1.1 "Affiliate", with respect to any Party, shall mean any person or entity controlling, controlled by, or under common control with such Party. For these purposes, "control" shall refer to (i) the possession, directly or indirectly, of the power to direct the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise or (ii) the ownership, directly or indirectly, of at least 50% of the voting securities or other ownership interest of a person or entity. {PAGE} 3 1.2 "BDS Research Program" shall mean any research and development conducted by or on behalf of BDS pursuant to a Research Agreement which relates to the Licensed Technology in the Field. 1.3 "Commercial Sale" shall mean (i) any sale which transfers to a purchaser physical possession and title to any Components, or (ii) any use, lease or sale of any Process, in any country in the Territory by BDS or an Affiliate or sublicensee of BDS after all required marketing and pricing approval has been granted by the governing health authority of such country. 1.4 "Component" shall mean any component product used in the Field, the manufacture, use or sale of which is: (i) based upon, derived from, identified through or related to any Licensed Technology; and (ii) covered by one or more Licensed Patents and would infringe a Valid Claim thereof. 1.5 "Effective Date of this Agreement" shall mean the date first written above. 1.6 "Field" shall mean cochleates, liposomes and proteoliposomes for all living systems, including human, animal, plant, microbial, life science, health care, nutrition and cosmetics applications of the Licensed Technology. 1.7 "First Commercial Sale" shall mean the first Commercial Sale of a Product in any country in the Territory. 1.8 "Invention" shall mean any new or useful process, manufacture, compound or composition of matter, patentable or unpatentable, or any improvement thereof, conceived or first reduced to practice, or demonstrated to have utility during the conduct of, any Sponsored Research Program or any BDS Research Program with UNIVERSITIES. 1.9 "Inventors" shall mean the inventors named on UNIVERSITIES' current United States and foreign patents and patent applications as set forth in Exhibit A. 1.10 "Investigator(s)" shall mean initially Dr. Raphael Mannino and Dr. Susan Gould-Fogerite, so long as they are associated with UMDNJ, and any other University Personnel who become involved in any Sponsored Research Programs or who otherwise agree to become involved in the collaboration between BDS and UMDNJ pursuant to the proposed Research Agreement or any other agreements between BDS and UMDNJ. 1.11 "Joint Invention" shall mean any Invention for which it is determined, in accordance with applicable law, that both: (i) employees or agents of BDS or any other persons obligated to assign such Invention to BDS, and (ii) employees 286080	BioDelivery BioDelivery Sciences International Inc. ;	BioDelivery BioDelivery Sciences, Inc. As referenced in this License Agreement: BIODELIVERY SCIENCES, INC – WITH UNIVERSITY OF NEW JERSEY {TEXT} {PAGE} 1 EXHIBIT 10.2 LICENSE AGREEMENT BETWEEN UNIVERSITY OF MEDICINE AND DENTISTRY OF NEW JERSEY AND BIODELIVERY SCIENCES, INC . DATED AS OF SEPTEMBER 26, 1995 {PAGE} 2 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") effective as of _____________, 1995, by and _____________ BIODELIVERY SCIENCES, INC – DENTISTRY OF NEW JERSEY, ("UMDNJ") having its principal place of business at 65 Bergen Street, Newark, NJ 07107-3001 (hereinafter collectively "UNIVERSITIES") and BIODELIVERY SCIENCES, INC ., a Delaware corporation having its principal place of business at 42 Buckman Drive, Lexington, Massachusetts 02173 (hereinafter "BDS"). PRELIMINARY STATEMENTS 1. UNIVERSITIES _____________ BioDelivery Sciences, Inc – like notice; provided, that notice of a change of address shall be effective only upon receipt thereof): (a) If to BDS, addressed to: BioDelivery Sciences, Inc . 42 Buckman Drive Lexington, MA 02173-6040 with a copy to each of the following: Raphael J. Mannino, Ph.D. 22 Victoria _____________ BIODELIVERY SCIENCES, INC – Frederick J. Hammond, Jr. By: ------------------------------ ---------------------- Name: Frederick J. Hammond, Jr. Name: ---------------------------- -------------------- Title: Senior Vice President for Title: Administration and Finance ------------------- --------------------------- -22- {PAGE} 24 BIODELIVERY SCIENCES, INC . By: /s/ Irving A. Berstein ---------------------------- Name: Irving A. Berstein -------------------------- Title: Chairman ------------------------- The undersigned is an Inventor (as defined in this Agreement) and _____________ dt 213923
Preview Full Doc	2001	License Agreement License Agreement (65K) Doc #286081: Click preview link for longer preview. LICENSE AGREEMENT BETWEEN ALBANY MEDICAL COLLEGE UNIVERSITY OF MEDICINE AND DENTISTRY OF NEW JERSEY AND BIODELIVERY SCIENCES, INC. DATED AS OF SEPTEMBER 26, 1995 {PAGE} 2 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") effective as of _____________________, 1995, by and among ALBANY MEDICAL COLLEGE, having its principal place of business at 47 New Scotland Avenue, Albany, New York 12208 and the UNIVERSITY OF MEDICINE AND DENTISTRY OF NEW JERSEY, ("UMDNJ") having its principal place of business at 65 Bergen Street, Newark, NJ 07107-3001 (hereinafter collectively "UNIVERSITIES") and BIODELIVERY SCIENCES, INC., a Delaware corporation having its principal place of business at 42 Buckman Drive, Lexington, Massachusetts 02173 (hereinafter "BDS"). PRELIMINARY STATEMENTS 1. UNIVERSITIES have exclusive rights to certain technology relating to cochleates, liposomes and proteoliposomes which have been developed at UNIVERSITIES by the Inventors. 2. BDS recognizes that the technology represents a valuable source for development of processes relating to the preparation of chemicals and biologicals for manufacture, use and/or sale in the Territory. 3. UNIVERSITIES and BDS are entering into this Agreement to provide for UNIVERSITIES to grant a license, and BDS to obtain a license, for the manufacture, use and/or sale of processes and products developed based on such technology in the Territory. 4. BDS and UMDNJ are considering entering into a Research Agreement to provide for BDS to sponsor research at UMDNJ, and for UMDNJ, acting through its Investigators, to conduct further research and development of such technology at UMDNJ. NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties agree as follows: ARTICLE 1 - DEFINITIONS As used herein, capitalized terms shall have the following meanings: 1.1 "Affiliate", with respect to any Party, shall mean any person or entity controlling, controlled by, or under common control with such Party. For these purposes, "control" shall refer to (i) the possession, directly or indirectly, of the power to direct the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise or (ii) the ownership, directly or indirectly, of at least 50% of the voting securities or other ownership interest of a person or entity. {PAGE} 3 1.2 "BDS Research Program" shall mean any research and development conducted by or on behalf of BDS pursuant to a Research Agreement which relates to the Licensed Technology in the Field. 1.3 "Commercial Sale" shall mean (i) any sale which transfers to a purchaser physical possession and title to any Components, or (ii) any use, lease or sale of any Process, in any country in the Territory by BDS or an Affiliate or sublicensee of BDS after all required marketing and pricing approval has been granted by the governing health authority of such country. 1.4 "Component" shall mean any component product used in the Field, the manufacture, use or sale of which is: (i) based upon, derived from, identified through or related to any Licensed Technology; and (ii) covered by one or more Licensed Patents and would infringe a Valid Claim thereof. 1.5 "Effective Date of this Agreement" shall mean the date first written above. 1.6 "Field" shall mean cochleates, liposomes and proteoliposomes for all living systems, including human, animal, plant, microbial, life science, health care, nutrition and cosmetics applications of the Licensed Technology. 1.7 "First Commercial Sale" shall mean the first Commercial Sale of a Product in any country in the Territory. 1.8 "Invention" shall mean any new or useful process, manufacture, compound or composition of matter, patentable or unpatentable, or any improvement thereof, conceived or first reduced to practice, or demonstrated to have utility during the conduct of, any Sponsored Research Program or any BDS Research Program with UNIVERSITIES. 1.9 "Inventors" shall mean the inventors named on UNIVERSITIES' current United States and foreign patents and patent applications as set forth in Exhibit A. 1.10 "Investigator(s)" shall mean initially Dr. Raphael Mannino and Dr. Susan Gould-Fogerite, so long as they are associated with UMDNJ, and any other University Personnel who become involved in any Sponsored Research Programs or who otherwise agree to become involved in the collaboration between BDS and UMDNJ pursuant to the proposed Research Agreement or any other agreements between BDS and UMDNJ. 1.11 "Joint Invention" shall mean any Invention for which it is determined, in accordance with applicable law, that both: (i) employees or agents of BDS or any other persons obligated to assign such Invention to BDS, and (ii) employees 286081	BioDelivery BioDelivery Sciences International Inc. ;	BioDelivery BioDelivery Sciences, Inc. As referenced in this License Agreement: BIODELIVERY SCIENCES, INC – MEDICAL COLLEGE {TEXT} {PAGE} 1 EXHIBIT 10.3 LICENSE AGREEMENT BETWEEN ALBANY MEDICAL COLLEGE UNIVERSITY OF MEDICINE AND DENTISTRY OF NEW JERSEY AND BIODELIVERY SCIENCES, INC . DATED AS OF SEPTEMBER 26, 1995 {PAGE} 2 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") effective as of _____________________, 1995, by and _____________ BIODELIVERY SCIENCES, INC – DENTISTRY OF NEW JERSEY, ("UMDNJ") having its principal place of business at 65 Bergen Street, Newark, NJ 07107-3001 (hereinafter collectively "UNIVERSITIES") and BIODELIVERY SCIENCES, INC ., a Delaware corporation having its principal place of business at 42 Buckman Drive, Lexington, Massachusetts 02173 (hereinafter "BDS"). PRELIMINARY STATEMENTS 1. UNIVERSITIES _____________ BioDelivery Sciences, Inc – like notice; provided, that notice of a change of address shall be effective only upon receipt thereof): (a) If to BDS, addressed to: BioDelivery Sciences, Inc . 42 Buckman Drive Lexington, MA 02173-6040 with a copy to each of the following: Raphael J. Mannino, Ph.D. 22 Victoria _____________ BIODELIVERY SCIENCES, INC – s/ James E. Peterson ---------------------------------- ----------------------------------- Name: Name: JAMES E PETERSON, Ph.D. -------------------------------- --------------------------------- Title: Title: DIRECTOR OF RESEARCH ADMIN. ------------------------------- -------------------------------- 8/22/95 - 22 - {PAGE} 24 BIODELIVERY SCIENCES, INC . By: /s/ Irving A. Berstein ---------------------------------- Name: Irving A. Berstein -------------------------------- Title: Chairman and C.E.O. ------------------------------- The undersigned is an Inventor (as defined _____________ dt 213924
Preview Full Doc	2007	License Agreement License Agreement (121K) Doc #3019758: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH ï¿½ï¿½* LICENSE AGREEMENT between ARIUS TWO, INC. and ARIUS PHARMACEUTICALS, INC. CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH ï¿½ï¿½* LICENSE AGREEMENT This License Agreement (the ï¿½Agreementï¿½) is made as of September 5, 2007 (the ï¿½Effective Dateï¿½) by and between Arius Two, Inc., a Delaware corporation with its principal office at 2501 Aerial Center Parkway, Suite 205, Morrisville, NC 27560 (ï¿½Arius Twoï¿½), and Arius Pharmaceuticals, Inc., a Delaware corporation with . . . 3019758	BioDelivery BioDelivery Sciences International Inc. As referenced in this License Agreement: BioDelivery Sciences International, Inc – research and competitive reports, marketing reports and data. ?CDC? shall mean CDC IV, LLC. ?CDC Agreement? shall mean that certain Clinical Development and License Agreement, dated July 14, 2005, among BioDelivery Sciences International, Inc ., Arius and CDC, as amended. ?Combination Product? means a Product that is sold together with any other products and/or services within the Territory at a unit price, whether _____________ dt 1828780
Preview Full Doc	2005	Licensing Agreement Licensing Agreement (47K) Doc #1028213: Click preview link for longer preview. WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH ï¿½ï¿½* LICENSING AGREEMENT This Licensing Agreement (this ï¿½Agreementï¿½) is made and entered into as of the date the both parties have signed this Agreement and effective January 20, 2005 (the ï¿½EFFECTIVE DATEï¿½). by and between SIGMA-TAU Industrie Farmaceutiche Riunite S.p.A., a company incorporated under the laws of Italy whose registered office is at Viale Shakespeare 47, 00144 Rome, Italy (hereinafter referred to as ï¿½SIGMA-TAUï¿½) and BioDelivery Sciences International, Inc., a . . . 1028213	BioDelivery BioDelivery Sciences International Inc. As referenced in this Licensing Agreement: BioDelivery Sciences International, Inc – Riunite S.p.A., a company incorporated under the laws of Italy whose registered office is at Viale Shakespeare 47, 00144 Rome, Italy (hereinafter referred to as SIGMA-TAU) and BioDelivery Sciences International, Inc ., a Delaware corporation having a place of business at 2501 Aerial Center Parkway, Suite 205, Morrisville, NC 27560 (hereinafter referred to as BDSI). WHEREAS, BDSI has developed and is _____________ BioDelivery Sciences International, Inc – the parties have caused this Agreement to be executed in duplicate by their duly authorized officers effective as of the EFFECTIVE DATE. SIGMA-TAU Industrie Farmaceutiche Riunite S.p.A. BioDelivery Sciences International, Inc ., /s/ Emilio Platel /s/ Francis E. ODonnell, Jr., M.D. Signature Signature Emilio Platel Francis E. ODonnell, Jr., M.D. Name Name COO Chairman and CEO Title Title Date: _____________ dt 1410039
Preview Full Doc	2004	Management Services and Administrative Agreement Management Services and Administrative Agreement (20K) Doc #1363262: Click preview link for longer preview. MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT This MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT (this "Agreement") is made effective as of the 1st day of April 2003 (the "Effective Date"), by and between BioDelivery Science International, Inc., a Delaware corporation ("BDSI"), and Bioral Nutrient Delivery, LLC, a Delaware limited liability company ("BND"). WHEREAS, BND has been formed to develop a technological means of delivering nutrients for the use and/or sale in the processed food and beverage industries; . . . 1363262	BioDelivery BioDelivery Sciences International Inc. As referenced in this Management Services and Administrative Agreement: BIODELIVERY SCIENCES INTERNATIONAL, INC – taken together shall constitute one instrument. [signature page follows] 5 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Francis E. O'Donnell, Jr. ---------------------------------------- Name: Francis E. O'Donnell, Jr., M.D. Title: President and CEO BIORAL NUTRIENT DELIVERY, LLC By: /s/ James A. McNulty ---------------------------------------- Name: _____________ dt 1410046 ;	Bioral Nutrient Delivery Bioral Nutrient Delivery LLC
Preview Full Doc	2003	Management Services and Administrative Agreement Management Services and Administrative Agreement (20K) Doc #1363285: Click preview link for longer preview. MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT This MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT (this "Agreement") is made effective as of the 1st day of April 2003 (the "Effective Date"), by and between BioDelivery Science International, Inc., a Delaware corporation ("BDSI"), and Bioral Nutrient Delivery, LLC, a Delaware limited liability company ("BND"). WHEREAS, BND has been formed to develop a technological means of delivering nutrients for the use and/or sale in the processed food and . . . 1363285	BioDelivery BioDelivery Sciences International Inc. As referenced in this Management Services and Administrative Agreement: BIODELIVERY SCIENCES INTERNATIONAL, INC – taken together shall constitute one instrument. [signature page follows] 5 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Francis E. O'Donnell, Jr. ---------------------------------------- Name: Francis E. O'Donnell, Jr., M.D. Title: President and CEO BIORAL NUTRIENT DELIVERY, LLC By: /s/ James A. McNulty ---------------------------------------- Name: _____________ dt 1410048 ;	Bioral Nutrient Delivery Bioral Nutrient Delivery LLC
Preview Full Doc	2003	Management Services and Administrative Agreement Management Services and Administrative Agreement (20K) Doc #1363293: Click preview link for longer preview. MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT This MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT (this "Agreement") is made effective as of the 1st day of April 2003 (the "Effective Date"), by and between BioDelivery Science International, Inc., a Delaware corporation ("BDSI"), and Bioral Nutrient Delivery, LLC, a Delaware limited liability company ("BND"). WHEREAS, BND has been formed to develop a technological means of delivering nutrients for the use and/or sale in the processed food and beverage industries; . . . 1363293	BioDelivery BioDelivery Sciences International Inc. As referenced in this Management Services and Administrative Agreement: BIODELIVERY SCIENCES INTERNATIONAL, INC – taken together shall constitute one instrument. [signature page follows] 5 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. BIODELIVERY SCIENCES INTERNATIONAL, INC . By: /s/ Francis E. O'Donnell, Jr. ---------------------------------------- Name: Francis E. O'Donnell, Jr., M.D. Title: President and CEO BIORAL NUTRIENT DELIVERY, LLC By: /s/ James A. McNulty ---------------------------------------- Name: _____________ dt 1410050 ;	Bioral Nutrient Delivery Bioral Nutrient Delivery LLC

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